UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K


xANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
  For the
fiscal year ended October 31, 2008
  oTRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934


For the
transition period from _____ to _____





Commission
File No. 1-12803








URSTADT BIDDLE PROPERTIES
INC.


(Exact
name of registrant as specified in its charter)








Maryland
            04-2458042(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification Number)321 Railroad Avenue, Greenwich,
      CT
            06830(Address
      of principal executive offices)
            (Zip
      Code)





Registrant's
telephone number, including area code: (203) 863-8200





Securities
registered pursuant to Section 12(b) of the Act:





Name
      of each exchangeTitle of each class
            on which registeredCommon
      Stock, par value $.01 per share
            New
      York Stock ExchangeClass
      A Common Stock, par value $.01 per share
            New
      York Stock Exchange8.50
      % Series C Senior Cumulative Preferred Stock
            New
      York Stock Exchange7.5
      % Series D Senior Cumulative Preferred Stock
            New
      York Stock ExchangePreferred
      Share Purchase Rights
            New
      York Stock Exchange








1























Securities
      registered pursuant to Section 12 (g) of the
      Act:  NoneIndicate
      by check mark if the Registrant is a well-known seasoned issuer, as
      defined in Rule 405 of the Securities Act.Yes
      o
            No
      xIndicate
      by check mark if the Registrant is not required to file reports pursuant
      to Section 13 or 15 (d) of the Act.Yes
      o
            No
      xIndicate
      by check mark whether the Registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
      during the preceding 12 months (or for such shorter period that the
      registrant was required to file such reports), and (2) has been subject to
      such filing requirements for the past 90 days.Yes
      x
            No
      oIndicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the
      best of the Registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-K or
      any amendment to this Form 10-K.  xIndicate
      by check mark whether the Registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting
      company.  See definition of “large accelerated filer,”
      “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
      Exchange Act (Check one):Large
      accelerated filer o
            Accelerated
      filer xNon-accelerated
      filer o
            Smaller
      reporting company oIndicate
      by check mark whether the Registrant is a shell company (as defined in
      Rule 12b-2 of the Act).Yes  o
            No
      xThe
      aggregate market value of the voting common stock held by non-affiliates
      of the Registrant as of April 30, 2008 (price at which the common equity
      was last sold as of the last business day of the Registrant’s most
      recently completed second fiscal quarter): Common Shares, par value $.01
      per share $53,902,000; Class A Common Shares, par value $.01 per share
      $295,850,000.Indicate
      the number of shares outstanding of each of the Registrant's classes of
      Common Stock and Class A Common Stock, as of January 5, 2009 (latest date
      practicable): 8,161,020 Common Shares, par value $.01 per share, and
      18,245,418 Class A Common Shares, par value $.01 per
  share.








DOCUMENTS
INCORPORATED BY REFERENCE





Proxy
Statement for Annual Meeting of Stockholders to be held on March 5, 2009
(certain parts as indicated herein) (Part III).





2








TABLE OF
CONTENTS





Item No.
            Page No.PART
      I1.
            Business
            41
      A.
            Risk
      Factors
            91
      B.
            Unresolved
      Staff Comments
            142.
            Properties
            143.
            Legal
      Proceedings
            154.
            Submission
      of Matters to a Vote of Security Holders
            15PART
      II5.
            Market
      for the Registrant's Common Equity, Related
              Shareholder
      Matters and Issuer Purchases of Equity Securities
            166.
            Selected
      Financial Data
            187.
            Management's
      Discussion and Analysis of
              Financial
      Condition and Results of Operations
            197
      A.
            Quantitative
      and Qualitative Disclosures about Market Risk
            298.
            Financial
      Statements and Supplementary Data
            299.
            Changes
      in and Disagreements with Accountants
              on
      Accounting and Financial Disclosure
            299
      A.
            Controls
      and Procedures
            299
      B.
            Other
      Information
            32PART
      III10.
            Directors,
      Executive Officers and Corporate Governance
            3211.
            Executive
      Compensation
            3212.
            Security
      Ownership of Certain Beneficial Owners and
              Management
      and Related Stockholder Matters
            3313.
            Certain
      Relationships and Related Transactions and Director
      Independence
            3314.
            Principal
      Accountant Fees and Services
            33PART
      IV15.
            Exhibits
      and Financial Statement Schedules
            34Signatures
            59








3








PART I


Forward-Looking
Statements





This
Annual Report on Form 10-K of Urstadt Biddle Properties Inc. (the “Company”)
contains certain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended.  Such statements can generally
be identified by such words as “anticipate”, “believe”, “can”, “continue”,
“could”, “estimate”, “expect”, “intend”, “may”, “plan”, “seek”, “should”, “will”
or variations of such words or other similar expressions and the negatives of
such words.  All statements, other than statements of historical
facts, included in this report that address activities, events or developments
that the Company expects, believes or anticipates will or may occur in the
future, including such matters as future capital expenditures, dividends and
acquisitions (including the amount and nature thereof), business
strategies, expansion and growth of the Company’s operations and other such
matters are forward-looking statements.  These statements are based on
certain assumptions and analyses made by the Company in light of its experience
and its perception of historical trends, current conditions, expected future
developments and other factors it believes are appropriate.  Such
statements are inherently subject to risks, uncertainties and other factors,
many of which cannot be predicted with accuracy and some of which might not even
be anticipated.  Future events and actual results, performance or
achievements, financial and otherwise, may differ materially from the results,
performance or achievements expressed or implied by the forward-looking
statements.  Risks, uncertainties and other factors that might cause
such differences, some of which could be material, include, but are not limited
to; economic and other market conditions; financing risks, such as the inability
to obtain debt or equity financing on favorable terms; the level and volatility
of interest rates; financial stability of tenants; the inability of the
Company’s properties to generate revenue increases to offset expense increases;
governmental approvals, actions and initiatives; environmental/safety
requirements; risks of real estate acquisitions (including the failure of
acquisitions to close); risks of disposition strategies; as well as other risks
identified in this Annual Report on Form 10-K under Item 1A. Risk Factors and in
the other reports filed by the Company with the Securities and Exchange
Commission (the “SEC”).





Item
1.                      Business.





Organization





The
Company, a Maryland Corporation, is a real estate investment trust engaged in
the acquisition, ownership and management of commercial real estate. The Company
was organized as an unincorporated business trust (the “Trust”) under the laws
of the Commonwealth of Massachusetts on July 7, 1969. In 1997, the shareholders
of the Trust approved a plan of reorganization of the Trust from a Massachusetts
business trust to a corporation organized in Maryland.  The plan of
reorganization was effected by means of a merger of the Trust into the
Company.  As a result of the plan of reorganization, the Trust was
merged with and into the Company, the separate existence of the Trust ceased,
the Company was the surviving entity in the merger and each issued and
outstanding common share of beneficial interest of the Trust was converted into
one share of Common Stock, par value $.01 per share, of the
Company.





Tax Status – Qualification
as a Real Estate Investment Trust





The
Company elected to be taxed as a real estate investment trust (“REIT”) under
Sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code")
beginning with its taxable year ended October 31, 1970.  Pursuant to
such provisions of the Code, a REIT which distributes at least 90% of its real
estate investment trust taxable income to its shareholders each year and which
meets certain other conditions regarding the nature of its income and assets
will not be taxed on that portion of its taxable income which is distributed to
its shareholders.  Although the Company believes that it qualifies as
a real estate investment trust for federal income tax purposes, no assurance can
be given that the Company will continue to qualify as a REIT.





Description of
Business





The
Company's sole business is the ownership of real estate investments, which
consist principally of investments in income-producing properties, with primary
emphasis on properties in the northeastern part of the United States with a
concentration in Fairfield County, Connecticut, Westchester and Putnam Counties,
New York and Bergen County, New Jersey.  The Company's core properties
consist principally of neighborhood and community shopping centers and five
office buildings.  The remaining properties consist of two industrial
properties.  The Company seeks to identify desirable properties for
acquisition, which it acquires in the normal course of business.  In
addition, the Company regularly reviews its portfolio and from time to time may
sell certain of its properties.





The
Company intends to continue to invest substantially all of its assets in
income-producing real estate, with an emphasis on neighborhood and community
shopping centers, although the Company will retain the flexibility to invest in
other types of real property.  While the Company is not limited to any
geographic location, the Company's current strategy is to invest primarily in
properties located in the northeastern region of the United States with a
concentration in Fairfield County, Connecticut, Westchester and Putnam Counties,
New York, and Bergen County, New Jersey.





4








At
October 31, 2008, the Company owned or had an equity interest in forty-four
properties comprised of neighborhood and community shopping centers, office
buildings and industrial facilities located in seven states throughout the
United States, containing a total of 3.9 million square feet of gross leasable
area (“GLA”). For a description of the Company's individual investments,
see Item 2-Properties.





Investment and Operating
Strategy





The
Company's investment objective is to increase the cash flow and consequently the
value of its properties.  The Company seeks growth through (i) the
strategic re-tenanting, renovation and expansion of its existing properties, and
(ii) the selective acquisition of income-producing properties, primarily
neighborhood and community shopping centers, in its targeted geographic
region.  The Company may also invest in other types of real estate in
the targeted geographic region. For a discussion of key elements of the
Company’s growth strategies and operating policies, see Item 7 – Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.





The
Company invests in properties where cost effective renovation and expansion
programs, combined with effective leasing and operating strategies, can improve
the properties’ values and economic returns.  Retail properties are
typically adaptable for varied tenant layouts and can be reconfigured to
accommodate new tenants or the changing space needs of existing
tenants.  In determining whether to proceed with a renovation or
expansion, the Company considers both the cost of such expansion or renovation
and the increase in rent attributable to such expansion or
renovation.  The Company believes that certain of its properties
provide opportunities for future renovation and expansion.





When
evaluating potential acquisitions, the Company considers such factors as (i)
economic, demographic, and regulatory conditions in the property’s local and
regional market; (ii) the location, construction quality, and design of the
property; (iii) the current and projected cash flow of the property and the
potential to increase cash flow; (iv) the potential for capital appreciation of
the property; (v) the terms of tenant leases, including the relationship between
the property’s current rents and market rents and the ability to increase rents
upon lease rollover; (vi) the occupancy and demand by tenants for properties of
a similar type in the market area; (vii) the potential to complete a strategic
renovation, expansion or re-tenanting of the property; (viii) the property’s
current expense structure and the potential to increase operating margins; and
(ix) competition from comparable properties in the market area.





The
Company may from time to time enter into arrangements for the acquisition of
properties with unaffiliated property owners through the issuance of units of
limited partnership interests in entities that the Company
controls.  These units may be redeemable for cash or for shares of the
Company’s Common stock or Class A Common stock.  The Company believes
that this acquisition method may permit it to acquire properties from property
owners wishing to enter into tax-deferred transactions. In April 2008, the
Company through a subsidiary, which is the sole general partner, acquired a 60%
interest in UB Ironbound, LP (“Ironbound”), a newly formed limited partnership
that acquired by contribution a 101,000 square foot shopping center in Newark,
New Jersey (“Ferry Plaza”), valued at $26.3 million, including transaction
costs of approximately $297,000 and the assumption of an existing first mortgage
loan on the property at its estimated fair value of $11.9 million at a fixed
interest rate of 6.15%.  The Company’s net investment in
Ironbound amounted to $8.6 million.  The partnership agreement
provides for the partners to receive an annual cash preference from
available cash of the partnership. Any unpaid preferences accumulate
and are paid from future available cash, if any.  The general
partner’s cash preferences are paid after the limited partner's preferences
are satisfied.  The balance of available cash, if any, is
distributed in accordance with the respective partners'
interests. Upon liquidation, proceeds from the sale of partnership
assets are to be distributed in accordance with the respective partners'
interests.  The limited partner is not obligated to make any
additional capital contributions to the partnership.  Ironbound has a
defined termination date of December 31, 2099.





Core
Properties





The
Company considers those properties that are directly managed by the Company,
concentrated in the retail sector and located close to the Company's
headquarters in Fairfield County, Connecticut, to be core
properties.  Of the forty-four properties in the Company's portfolio,
forty-two properties are considered core properties, consisting of thirty-seven
retail properties and five office buildings (including the Company's executive
headquarters).  At October 31, 2008, these properties contained in the
aggregate 3.5 million square feet of GLA. The Company's core properties
collectively had 505 tenants providing a wide range of products and
services.  Tenants include regional supermarkets, national and
regional discount department stores, other local retailers and office
tenants.  At October 31, 2008, the core properties were 94%
leased.  The Company believes the core properties are adequately
covered by property and liability insurance.





A
substantial portion of the Company's operating lease income is derived from
tenants under leases with terms greater than one year.  Certain of the
leases provide for the payment of fixed base rentals monthly in advance and for
the payment by the tenant of a pro-rata share of the real estate taxes,
insurance, utilities and common area maintenance expenses incurred in operating
the properties.





5


For the
fiscal year ended October 31, 2008, no single tenant comprised more than 6.0% of
the total annual base rents of the Company’s core properties. The following
table sets out a schedule of our ten largest tenants by percent of total annual
base rent of our core properties as of October 31, 2008.





Tenant
            Number
              of
              Stores
            %
      of Total
              Annual
      Base Rent of
              Core PropertiesStop
      & Shop Supermarket
            3
            6.0%A&P
      Supermarkets
            3
            2.7%TJX
      Companies
            3
            2.6%Bed
      Bath & Beyond
            2
            2.6%ShopRite
            3
            2.4%Staples
            3
            2.3%Toys
      R Us
            2
            2.1%Big
      Y
            2
            2.0%BJ’s
            2
            1.9%Shaws
            1
            1.7%26.3%





See Item
2 Properties for a complete list of the Company’s core properties.





The
Company’s single largest real estate investment is its 90% general partnership
interest in the Ridgeway Shopping Center (“Ridgeway”).  Ridgeway is
located in Stamford, Connecticut and was developed in the 1950’s and redeveloped
in the mid 1990’s. The property contains approximately 369,000 square feet of
gross leasable space.  It is the dominant grocery anchored center and
the largest non-mall shopping center located in the City of Stamford, Fairfield
County, Connecticut. For the year ended October 31, 2008, Ridgeway revenues
represented approximately 15% of the Company’s total revenues and approximately
17% of the Company’s total assets at October 31, 2008. As of October 31, 2008,
Ridgeway was approximately 99% leased. The property’s largest tenants (by base
rent) are: The Stop & Shop Supermarket Company (19%), Bed, Bath and
Beyond (15%) and Marshall’s Inc., a division of the TJX Companies
(10%).  No other tenant accounts for more than 10% of Ridgeway’s
annual base rents.





The
following table sets out a schedule of the annual lease expirations for retail
leases at Ridgeway as of October 31, 2008 for each of the next ten years and
thereafter (assuming that no tenants exercise renewal or cancellation options
and that there are no tenant bankruptcies or other tenant
defaults):





Year of
              Expiration
            
            Number of
              Leases Expiring
            
            
            Square Footage
            
            
            Minimum
              Base Rentals
            
            
            Base Rent (%)2009
            
            
            3
            
            
            
            9,446
            
            
            $
            199,000
            
            
            
            2.2
            %2010
            
            
            3
            
            
            
            36,415
            
            
            
            654,000
            
            
            
            6.8
            %2011
            
            
            2
            
            
            
            4,440
            
            
            
            153,000
            
            
            
            1.6
            %2012
            
            
            4
            
            
            
            21,567
            
            
            
            760,000
            
            
            
            7.9
            %2013
            
            
            12
            
            
            
            98,392
            
            
            
            3,149,000
            
            
            
            32.7
            %2014
            
            
            3
            
            
            
            5,758
            
            
            
            200,000
            
            
            
            2.1
            %2015
            
            
            3
            
            
            
            7,635
            
            
            
            253,000
            
            
            
            2.6
            %2016
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -2017
            
            
            1
            
            
            
            60,000
            
            
            
            1,853,000
            
            
            
            19.2
            %2018
            
            
            2
            
            
            
            36,603
            
            
            
            1,159,000
            
            
            
            12.0
            %Thereafter
            
            
            3
            
            
            
            65,014
            
            
            
            1,253,000
            
            
            
            12.9
            %Total
            
            
            36
            
            
            
            345,270
            
            
            $
            9,633,000
            
            
            
            100.0
            %





Non-Core
Properties





In a
prior year, the Board of Directors of the Company expanded and refined the
strategic objectives of the Company to concentrate the real estate portfolio
into one of primarily retail properties located in the Northeast and authorized
the sale of the Company’s non-core properties in the normal course of business
over a period of years given prevailing market conditions and the
characteristics of each property.





Through
this strategy, the Company seeks to update its property portfolio by disposing
of properties which have limited growth potential and redeploying capital into
properties in its target geographic region and product type where the Company’s
management skills may enhance property values.  The Company may engage
from time to time in like-kind property exchanges, which allow the Company to
dispose of properties and redeploy proceeds in a tax efficient
manner.





At
October 31, 2008, the Company's non-core properties consisted of two industrial
facilities with a total of 447,000 square feet of GLA.  The non-core
properties collectively had 2 tenants and were 100% leased at October 31,
2008.


6





The two
industrial facilities consist of automobile and truck parts distribution
warehouses.  The facilities are net leased to Daimler Chrysler
Corporation under a lease arrangement whereby the tenant pays all taxes,
insurance, maintenance and other operating costs of the property during the term
of the lease.  The automobile industry in the United States is
currently in distress and although we believe that these two facilities are
integral to the operations of DaimlerChrysler and the tenant will continue to
service their lease until expiration, we can not be sure.  For the
fiscal years ended October 31, 2008, 2007, and 2006 revenues billed and
collected under the above leases amounted to approximately $1,776,000,
$1,702,000, and $1,664,000, respectively.





At
October 31, 2008, the Company also held one fixed rate first mortgage note
receivable, secured by a shopping center with a net book value of
$1,241,000.





Financing
Strategy





The
Company intends to continue to finance acquisitions and property improvements
and/or expansions with the most advantageous sources of capital which it
believes are available to the Company at the time, and which may include the
sale of common or preferred equity through public offerings or private
placements, the incurrence of additional indebtedness through secured or
unsecured borrowings, investments in real estate joint ventures and the
reinvestment of proceeds from the disposition of assets.  The
Company’s financing strategy is to maintain a strong and flexible financial
position by (i) maintaining a prudent level of leverage, and (ii) minimizing its
exposure to interest rate risk represented by floating rate debt.





Matters Relating to the Real
Estate Business





The
Company is subject to certain business risks arising in connection with owning
real estate which include, among others, (1) the bankruptcy or insolvency of, or
a downturn in the business of, any of its major tenants, (2) the possibility
that such tenants will not renew their leases as they expire, (3) vacated anchor
space affecting an entire shopping center because of the loss of the departed
anchor tenant's customer drawing power, (4) risks relating to leverage,
including uncertainty that the Company will be able to refinance its
indebtedness, and the risk of higher interest rates, (5) potential liability for
unknown or future environmental matters, and (6) the risk of uninsured losses.
Unfavorable economic conditions could also result in the inability of tenants in
certain retail sectors to meet their lease obligations and otherwise could
adversely affect the Company's ability to attract and retain desirable
tenants.  The Company believes that its shopping centers are
relatively well positioned to withstand adverse economic conditions since they
typically are anchored by grocery stores, drug stores and discount department
stores that offer day-to-day necessities rather than luxury goods. For a
discussion of various business risks, see Item 1A. Risk Factors.





Compliance with Governmental
Regulations





The
Company, like others in the commercial real estate industry, is subject to
numerous environmental laws and regulations.  Although potential
liability could exist for unknown or future environmental matters, the Company
believes that its tenants are operating in accordance with current laws and
regulations.





Competition





The real
estate investment business is highly competitive.  The Company
competes for real estate investments with investors of all types, including
domestic and foreign corporations, financial institutions, other real estate
investment trusts, real estate funds, individuals and privately owned
companies.  In addition, the Company's properties are subject to local
competitors from the surrounding areas.  The Company does not consider
its real estate business to be seasonal in nature. The Company's shopping
centers compete for tenants with other regional, community or neighborhood
shopping centers in the respective areas where Company’s retail properties are
located.  The Company's office buildings compete for tenants
principally with office buildings throughout the respective areas in which they
are located.  Leasing space to prospective tenants is generally
determined on the basis of, among other things, rental rates, location, and
physical quality of the property and availability of space.





Since the
Company's industrial properties are net leased under long-term lease
arrangements that are not due to expire in the next twelve months, the Company
does not currently face any immediate competitive re-leasing pressures with
respect to such properties.





Property
Management





The
Company actively manages and supervises the operations and leasing at all of its
core properties.  The Company's remaining non-core industrial
properties are net leased to tenants under long-term lease arrangements, whereby
the tenant is obligated to manage the property.





Employees





The
Company's executive offices are located at 321 Railroad Avenue, Greenwich,
Connecticut.  It occupies approximately 8,000 square feet in a
two-story office building owned by the Company. The Company has 33 employees and
believes that its relationship with its employees is good.





7








Company
Website





All of
the Company’s filings with the SEC, including the Company’s annual reports on
Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and
amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Exchange Act, are available free of charge at the Company’s website
at www.ubproperties.com as soon as reasonably practicable after the Company
electronically files such material with, or furnishes it to, the
SEC.  These filings can also be accessed through the SEC’s website at
www.sec.gov. Alternatively, the Company will provide paper copies of its filings
(excluding exhibits) free of charge upon request to its shareholders or to
anyone who requests them.





Code of Ethics and
Whistleblower Policy





The
Company’s Board of Directors has adopted a Code of Ethics for Senior Financial
Officers that applies to the Company’s Chief Executive Officer, Chief Financial
Officer and Controller.  The Board also adopted a Code of Business
Conduct and Ethics applicable to all employees as well as a “Whistleblower
Policy”.  The Company will make paper copies of these documents
available free of charge upon request to the Corporate Secretary of the
Company.





Financial Information About
Industry Segments





The
Company operates in one industry segment, ownership of commercial real estate
properties, which are located principally in the northeastern United States. The
Company does not distinguish its property operations for purposes of measuring
performance.  Accordingly, the Company believes it has a single
reportable segment for disclosure purposes.





8


Item
1A.     Risk Factors





Risks related to our
operations and properties





There are risks
relating to investments in real estate and the value of our property interests
depends on conditions beyond our control.  Real property
investments are illiquid and we may be unable to change our property portfolio
on a timely basis in response to changing market or economic
conditions.  Yields from our properties depend on their net income and
capital appreciation.  Real property income and capital appreciation
may be adversely affected by general and local economic conditions, neighborhood
values, competitive overbuilding, zoning laws, weather, casualty losses and
other factors beyond our control.  Since substantially all of the
Company’s income is rental income from real property, the Company’s income and
cash flow could be adversely affected if a large tenant is, or a significant
number of tenants are, unable to pay rent or if available space cannot be rented
on favorable terms.





Operating
and other expenses of our properties, particularly significant expenses such as
interest, real estate taxes and maintenance costs, generally do not decrease
when income decreases and, even if revenues increase, operating and other
expenses may increase faster than revenues.





Our business
strategy is mainly concentrated in one type of commercial property and in one
geographic location.Our primary investment
focus is neighborhood and community shopping centers located in the northeastern
United States, with a concentration in Fairfield County, Connecticut,
Westchester and Putnam Counties, New York and Bergen County, New
Jersey.  For the year ended October 31, 2008, approximately 84% of our
total revenues were from properties located in these four counties. Various
factors may adversely affect a shopping center's profitability.  These
factors include circumstances that affect consumer spending, such as general
economic conditions, economic business cycles, rates of employment, income
growth, interest rates and general consumer sentiment.  These factors
could have a more significant localized effect in the areas where our core
properties are concentrated.  Changes to the real estate market in our
focus areas, such as an increase in retail space or a decrease in demand for
shopping center properties, could adversely affect operating
results.  As a result, we may be exposed to greater risks than if our
investment focus was based on more diversified types of properties and in more
diversified geographic areas.





The
Company’s single largest real estate investment is its 90% interest in the
Ridgeway Shopping Center (“Ridgeway”) located in Stamford,
Connecticut.  For the year ended October 31, 2008, Ridgeway revenues
represented approximately 15% of the Company’s total revenues and approximately
17% of the Company’s total assets at October 31, 2008.  The loss of
this center or a material decrease in revenues from the center could have a
material adverse effect on the Company.





We are dependent
on anchor tenants in many of our retail properties.Most of our retail
properties are dependent on a major or anchor tenant.  If we are
unable to renew any lease we have with the anchor tenant at one of these
properties upon expiration of the current lease, or to re-lease the space to
another anchor tenant of similar or better quality upon departure of an existing
anchor tenant on similar or better terms, we could experience material adverse
consequences such as higher vacancy, re-leasing on less favorable economic
terms, reduced net income, reduced funds from operations and reduced property
values.  Vacated anchor space also could adversely affect an entire
shopping center because of the loss of the departed anchor tenant's customer
drawing power.  Loss of customer drawing power also can occur through
the exercise of the right that some anchors have to vacate and prevent
re-tenanting by paying rent for the balance of the lease term.  In
addition, vacated anchor space could, under certain circumstances, permit other
tenants to pay a reduced rent or terminate their leases at the affected
property, which could adversely affect the future income from such
property.  There can be no assurance that our anchor tenants will
renew their leases when they expire or will be willing to renew on similar
economic terms.  See Item 1 – Business – Core Properties in this
Annual Report on Form 10-K for additional information on our ten largest tenants
by percent of total annual base rent of our core properties.





Similarly,
if one or more of our anchor tenants goes bankrupt, we could experience material
adverse consequences like those described above.  Under bankruptcy
law, tenants have the right to reject their leases.  In the event a
tenant exercises this right, the landlord generally may file a claim for lost
rent equal to the greater of either one year's rent (including tenant expense
reimbursements) or 15% of the rent remaining under the balance of the lease
term, not to exceed three years.  Actual amounts received in
satisfaction of those claims will be subject to the tenant's final plan of
reorganization and the availability of funds to pay its creditors.





We face potential
difficulties or delays in renewing leases or re-leasing
space.We derive most of our income from rent received from
our tenants.  Although substantially all of our properties currently
have favorable occupancy rates, we cannot predict that current tenants will
renew their leases upon the expiration of their terms.  In addition,
if current tenants might attempt to terminate their leases prior to the
scheduled expiration of such leases or might have difficulty in continuing to
pay rent in full, if at all, in the event of a severe economic
downturn.  If this occurs, we may not be able to promptly locate
qualified replacement tenants and, as a result, we would lose a source of
revenue while remaining responsible for the payment of our
obligations.  Even if tenants decide to renew their leases, the terms
of renewals or new leases, including the cost of required renovations or
concessions to tenants, may be less favorable than current lease
terms.





In some
cases, our tenant leases contain provisions giving the tenant the exclusive
right to sell particular types of merchandise or provide specific types of
services within the particular retail center, or limit the ability of other
tenants within the center to sell that merchandise or provide those
services.  When re-leasing space after a vacancy by one of these
tenants, such provisions may limit the number and types of prospective tenants
for vacant space.  The failure to re-lease space or to re-lease space
on satisfactory terms could adversely affect our results from
operations.  Additionally, properties we may acquire in the future may
not be fully leased and the cash flow from existing operations may be
insufficient to pay the operating expenses and debt service associated with that
property until the property is fully leased. As a result, our net income, funds
from operations and ability to pay dividends to stockholders could be adversely
affected.


9





Competition may
adversely affect acquisition of properties and leasing operations.We compete for the
purchase of commercial property with many entities, including other publicly
traded REITs.  Many of our competitors have substantially greater
financial resources than ours.  In addition, our competitors may be
willing to accept lower returns on their investments.  If our
competitors prevent us from buying the properties that we have targeted for
acquisition, we may not be able to meet our property acquisition and development
goals.  We may incur costs on unsuccessful acquisitions that we will
not be able to recover.  The operating performance of our property
acquisitions may also fall short of our expectations, which could adversely
affect our financial performance.





If our
competitors offer space at rental rates below our current rates or the market
rates, we may lose current or potential tenants to other properties in our
markets and we may need to reduce rental rates below our current rates in order
to retain tenants upon expiration of their leases.  As a result, our
results of operations and cash flow may be adversely affected.  In
addition, our tenants face increasing competition from internet commerce, outlet
malls, discount retailers, warehouse clubs and other sources which could hinder
our ability to attract and retain tenants and/or cause us to reduce rents at our
properties.





We face risks
associated with the use of debt to fund acquisitions and developments, including
refinancing risk.We have incurred, and expect to continue to
incur, indebtedness to advance our objectives. The only restrictions on the
amount of indebtedness we may incur are certain contractual restrictions and
financial covenants contained in our unsecured revolving credit agreement and
certain financial ratios and covenants contained in the terms of our Series C
and Series E preferred stock.   Using debt to acquire properties,
whether with recourse to us generally or only with respect to a particular
property, creates an opportunity for increased net income, but at the same time
creates risks.  We use debt to fund investments only when we believe
it will enhance our risk-adjusted returns.  However, we cannot be sure
that our use of leverage will prove to be beneficial.  Moreover, when
our debt is secured by our assets, we can lose those assets through foreclosure
if we do not meet our debt service obligations.  Incurring substantial
debt may adversely affect our business and operating results by:





·
            requiring
      us to use a substantial portion of our cash flow to pay interest, which
      reduces the amount available for distributions, acquisitions and capital
      expenditures;


·
            making
      us more vulnerable to economic and industry downturns and reducing our
      flexibility in response to changing business and economic conditions;
      or


·
            requiring
      us to agree to less favorable terms, including higher interest rates, in
      order to incur additional debt; and otherwise limiting our ability to
      borrow for operations, capital or to finance acquisitions in the
      future.





We
are obligated to comply with financial and other covenants in our debt that
could restrict our operating activities, and that failure to comply could result
in defaults that accelerate the payment under our debt. Our
secured and unsecured revolving credit agreements contain financial and other
covenants which may limit our ability, without our lenders’ consent, to engage
in operating or financial activities that we may believe
desirable.  Our mortgage notes payable and our secured revolving
credit facility contain customary covenants for such agreements, including,
among others, provisions:





·
            relating
      to the maintenance of the property securing the
  debt;


·
            restricting
      our ability to assign or further encumber the properties securing the
      debt; and


·
            restricting
      our ability to enter into certain new leases or to amend or modify certain
      existing leases without obtaining consent of the
  lenders.





Our
unsecured revolving credit facility contains, among others, provisions
restricting our ability to:





·
            incur
      additional unsecured debt;


·
            create
      certain liens;


·
            increase
      our overall secured and unsecured borrowing beyond certain
      levels;


·
            consolidate,
      merge or sell all or substantially all of our
  assets;


·
            permit
      secured debt at any fiscal quarter end to be more than 35% of gross asset
      value, as defined in the agreement;
or


·
            permit
      the value of our unencumbered assets to be less than 50% of eligible real
      estate asset value as defined in the
agreement.





In
addition, the unsecured revolving credit facility’s covenants limit the amount
of debt we may incur (i) as a percentage of gross asset value, as defined in the
agreement, to less than 50% (leverage ratio) and (ii) so that fixed charge
coverage will exceed 2.0 to 1 at the end of each fiscal quarter.





If we
were to breach any of our debt covenants and did not cure the breach within any
applicable cure period, our lenders could require us to repay the debt
immediately, and, if the debt is secured, could immediately begin proceedings to
take possession of the property securing the loan.  As a result, a
default under our debt covenants could have an adverse effect on our financial
condition, our results of operations, our ability to meet our obligations and
the market value of our shares.


10


Our
ability to grow will be limited if we cannot obtain additional
capital.


Our
growth strategy includes the redevelopment of properties we already own and the
acquisition of additional properties.  Because we are required to
distribute to our stockholders at least 90% of our taxable income each year to
continue to qualify as a real estate investment trust, or REIT, for federal
income tax purposes, in addition to our undistributed operating cash flow, we
rely upon the availability of debt or equity capital to fund our growth, which
financing may or may not be available on favorable terms or at
all.  The debt could include mortgage loans form third parties or the
sale of debt securities.  Equity capital could include our common
stock or preferred stock.  Additional financing, refinancing or other
capital may not be available in the amounts we desire or on favorable
terms.




Our
access to debt or equity capital depends on a number of factors, including the
general state of the capital markets, the market’s perception of our growth
potential, our ability to pay dividends, and our current and potential future
earnings.  Depending on the outcome of these factors, we could
experience delay or difficulty in implementing our growth strategy on
satisfactory terms, or be unable to implement this strategy.





Market interest
rates could adversely affect the share price of our stock and increase the cost
of refinancing debt.A variety of factors may influence the
price of our common equities in the public trading markets.  We
believe that investors generally perceive REITs as yield-driven investments and
compare the annual yield from dividends by REITs with yields on various other
types of financial instruments.  An increase in market interest rates
may lead purchasers of stock to seek a higher annual dividend rate from other
investments, which could adversely affect the market price of the
shares.  In addition, we are subject to the risk that we will not be
able to refinance existing indebtedness on our properties.  We
anticipate that a portion of the principal of our debt will not be repaid prior
to maturity.  Therefore, we likely will need to refinance at least a
portion of our outstanding debt as it matures.  A change in interest
rates may increase the risk that we will not be able to refinance existing debt
or that the terms of any refinancing will not be as favorable as the terms of
the existing debt.





If
principal payments due at maturity cannot be refinanced, extended or repaid with
proceeds from other sources, such as new equity capital or sales of properties,
our cash flow will not be sufficient to repay all maturing debt in years when
significant "balloon" payments come due.  As a result, our ability to
retain properties or pay dividends to stockholders could be adversely affected
and we may be forced to dispose of properties on unfavorable terms, which could
adversely affect our business and net income.





Construction and
renovation risks could adversely affect our profitability.We currently are
renovating some of our properties and may in the future renovate other
properties, including tenant improvements required under leases.  Our
renovation and related construction activities may expose us to certain
risks.  We may incur renovation costs for a property which exceed our
original estimates due to increased costs for materials or labor or other costs
that are unexpected.  We also may be unable to complete renovation of
a property on schedule, which could result in increased debt service expense or
construction costs.  Additionally, some tenants may have the right to
terminate their leases if a renovation project is not completed on
time.  The time frame required to recoup our renovation and
construction costs and to realize a return on such costs can often be
significant.





We are dependent
on key personnel.We depend on the
services of our existing senior management to carry out our business and
investment strategies.  We do not have employment agreements with any
of our existing senior management.  As we expand, we may continue to
need to recruit and retain qualified additional senior
management.  The loss of the services of any of our key management
personnel or our inability to recruit and retain qualified personnel in the
future could have an adverse effect on our business and financial
results.





Uninsured and
underinsured losses may affect the value of, or return from, our property
interests.We maintain
comprehensive insurance on our properties, including the properties securing our
loans, in amounts which we believe are sufficient to permit replacement of the
properties in the event of a total loss, subject to applicable
deductibles.  There are certain types of losses, such as losses
resulting from wars, terrorism, earthquakes, floods, hurricanes or other acts of
God that may be uninsurable or not economically insurable.  Should an
uninsured loss or a loss in excess of insured limits occur, we could lose
capital invested in a property, as well as the anticipated future revenues from
a property, while remaining obligated for any mortgage indebtedness or other
financial obligations related to the  property.  In
addition, changes in building codes and ordinances, environmental considerations
and other factors might make it impracticable for us to use insurance proceeds
to replace a damaged or destroyed property.  If any of these or
similar events occur, it may reduce our return from an affected property and the
value of our investment.





Properties with
environmental problems may create liabilities for us.Under
various federal, state and local environmental laws, statutes, ordinances, rules
and regulations, as an owner of real property, we may be liable for the costs of
removal or remediation of certain hazardous or toxic substances at, on, in or
under our properties, as well as certain other potential costs relating to
hazardous or toxic substances (including government fines and penalties and
damages for injuries to persons and adjacent property).  These laws
may impose liability without regard to whether we knew of, or were responsible
for, the presence or disposal of those substances.  This liability may
be imposed on us in connection with the activities of an operator of, or tenant
at, the property.  The cost of any required remediation, removal,
fines or personal or property damages and our liability therefore could exceed
the value of the property and/or our aggregate assets.  In addition,
the presence of those substances, or the failure to properly dispose of or
remove those substances, may adversely affect our ability to sell or rent that
property or to borrow using that property as collateral, which, in turn, would
reduce our revenues and ability to make distributions.





A
property can be adversely affected either through direct physical contamination
or as the result of hazardous or toxic substances or other contaminants that
have or may have emanated from other properties.  Although our tenants
are primarily responsible for any environmental damages and claims related to
the leased premises, in the event of the bankruptcy or inability of any of our
tenants to satisfy any obligations with respect to the property leased to that
tenant, we may be required to satisfy such obligations.  In addition,
we may be held directly liable for any such damages or claims irrespective of
the provisions of any lease.


11


Prior to
the acquisition of any property and from time to time thereafter, we obtain
Phase I environmental reports and, when warranted, Phase II environmental
reports concerning the Company’s properties.  Management is not aware
of any environmental condition with respect to any of our property interests
that we believe would be reasonably likely to have a material adverse effect on
the Company.  There can be no assurance, however, that (a) the
discovery of environmental conditions that were previously unknown, (b) changes
in law, (c) the conduct of tenants or (d) activities relating to properties in
the vicinity of the Company’s properties, will not expose the Company to
material liability in the future.  Changes in laws increasing the
potential liability for environmental conditions existing on properties or
increasing the restrictions on discharges or other conditions may result in
significant unanticipated expenditures or may otherwise adversely affect the
operations of our tenants, which could adversely affect our financial condition
and results of operations.





Some of the
stocks in our REIT marketable securities portfolio are currently trading below
our cost and might not recover their value.The Company has
unrealized losses of $439,000 in its REIT securities portfolio as of October 31,
2008.  The Company currently deems these unrealized losses to be
temporary.   The REIT securities market has recently been driven
to unusually low prices and high investment yields.  The dividends
received from our marketable securities investments continue to meet our
expectations.  It is our intent to hold these securities for the
long-term.  If and when the losses are deemed to be other than
temporary unrealized losses will be realized and reclassified into
earnings.





Risks Related to our
Organization and Structure





We will be taxed
as a regular corporation if we fail to maintain our REIT status.Since our founding in
1969, we have operated, and intend to continue to operate, in a manner that
enables us to qualify as a REIT for federal income tax
purposes.  However, the federal income tax laws governing REITs are
complex.  The determination that we qualify as a REIT requires an
analysis of various factual matters and circumstances that may not be completely
within our control.  For example, to qualify as a REIT, at least 95%
of our gross income must come from specific passive sources, such as rent, that
are itemized in the REIT tax laws.  In addition, to qualify as a REIT,
we cannot own specified amounts of debt and equity securities of some
issuers.  We also are required to distribute to our stockholders at
least 90% of our REIT taxable income (excluding capital gains) each year. Our
continued qualification as a REIT depends on our satisfaction of the asset,
income, organizational, distribution and stockholder ownership requirements of
the Internal Revenue Code on a continuing basis. At any time, new laws,
interpretations or court decision may change the federal tax laws or the federal
tax consequences of qualification as a REIT.  If we fail to qualify as
a REIT in any taxable year and do not qualify for certain Internal Revenue Code
relief provisions, we will be subject to federal income tax, including any
applicable alternative minimum tax, on our taxable income at regular corporate
rates.  In addition, distributions to stockholders would not be
deductible in computing our taxable income.  Corporate tax liability
would reduce the amount of cash available for distribution to stockholders
which, in turn, would reduce the market price of our stock.  Unless
entitled to relief under certain Internal Revenue Code provisions, we also would
be disqualified from taxation as a REIT for the four taxable years following the
year during which we ceased to qualify as a REIT.





We will pay
federal taxes if we do not distribute 100% of our taxable income.To the extent that we
distribute less than 100% of our taxable income, we will be subject to federal
corporate income tax on our undistributed income.  In addition, we
will incur a 4% nondeductible excise tax on the amount, if any, by which our
distributions in any year are less than the sum of:





·
            85% of our ordinary income for that
year;


·
            95% of our capital gain net income for that year;
  and


·
            100% of our undistributed taxable income from prior
  years.





We have
paid out, and intend to continue to pay out, our income to our stockholders in a
manner intended to satisfy the distribution requirement and to avoid corporate
income tax and the 4% nondeductible excise tax.  Differences in timing
between the recognition of income and the related cash receipts or the effect of
required debt amortization payments could require us to borrow money or sell
assets to pay out enough of our taxable income to satisfy the distribution
requirement and to avoid corporate income tax and the 4% excise tax in a
particular year.





Gain on
disposition of assets deemed held for sale in the ordinary courseof
businessis subject to
100% tax.If
we sell any of our assets, the IRS may determine that the sale is a disposition
of an asset held primarily for sale to customers in the ordinary course of a
trade or business.  Gain from this kind of sale generally will be
subject to a 100% tax.  Whether an asset is held "primarily for sale
to customers in the ordinary course of a trade or business" depends on the
particular facts and circumstances of the sale.  Although we will
attempt to comply with the terms of safe-harbor provisions in the Internal
Revenue Code prescribing when asset sales will not be so characterized, we
cannot assure you that we will be able to do so.





Our
ownership limitation may restrict business combination
opportunities.


To
qualify as a REIT under the Internal Revenue Code, no more than 50% in value of
our outstanding capital stock may be owned, directly or indirectly, by five or
fewer individuals during the last half of each taxable year.  To
preserve our REIT qualification, our charter generally prohibits any person from
owning shares of any class with a value of more than 7.5% of the value of all of
our outstanding capital stock and provides that:





·
            a
      transfer that violates the limitation is
void;


·
            shares
      transferred to a stockholder in excess of the ownership limitation are
      automatically converted, by the terms of our charter, into shares of
      "Excess Stock;"


·
            a
      purported transferee gets no rights to the shares that violate the
      limitation except the right to designate a transferee of the Excess Stock
      held in trust; and


·
            the
      Excess Stock will be held by us as trustee of a trust for the exclusive
      benefit of future transferees to whom the shares of capital stock
      ultimately will be transferred without violating the ownership
      limitation.


12





We may
also redeem Excess Stock at a price which may be less than the price paid by a
stockholder.  Pursuant to authority under our charter, our board of
directors has determined that the ownership limitation does not apply to Mr.
Charles J. Urstadt, our Chairman and Chief Executive Officer, who beneficially
owns 39.5%of our
outstanding common stock and 1.6% of our outstanding Class A common stock as of
the date of this Annual Report on Form 10-K.  Such holdings represent
approximately 35.7% of our outstanding voting interests.  In addition,
our directors and executive officers, as a group, hold approximately 56.4% of
our outstanding voting interests through their beneficial ownership of our
common stock and Class A common stock.  The ownership limitation may
discourage a takeover or other transaction that our stockholders believe to be
desirable.





Certain
provisions in our charter and bylaws and Maryland law may prevent or delay a
change of control or limit our stockholders from receiving a premium for their
shares.Among the provisions
contained in our charter and bylaws and Maryland law are the
following:





·
            Our
      board of directors is divided into three classes, with directors in each
      class elected for three-year staggered
terms.


·
            Our
      directors may be removed only for cause upon the vote of the holders of
      two-thirds of the voting power of our common equity
      securities.


·
            Our
      stockholders may call a special meeting of stockholders only if the
      holders of a majority of the voting power of our common equity securities
      request such a meeting in writing.


·
            Any
      consolidation, merger, share exchange or transfer of all or substantially
      all of our assets must be approved by (a) a majority of our directors who
      are currently in office or who are approved or recommended by a majority
      of our directors who are currently in office (the "Continuing Directors")
      and (b) the holders of two-thirds of the voting power of our common equity
      securities.


·
            Certain
      provisions of our charter may only be amended by (a) a vote of a majority
      of our Continuing Directors and (b) the holders of two-thirds of the
      voting power of our common equity securities. These provisions relate to
      the election, classification and removal of directors, the ownership limit
      and the stockholder vote required for certain business combination
      transactions.


·
            The
      number of directors may be increased or decreased by a vote of our board
      of directors.





In
addition, we are subject to various provisions of Maryland law that impose
restrictions and require affected persons to follow specified procedures with
respect to certain takeover offers and business combinations, including
combinations with persons who own 10% or more of our outstanding
shares.  These provisions of Maryland law could delay, defer or
prevent a transaction or a change of control that our stockholders might deem to
be in their best interests.  Furthermore, shares acquired in a control
share acquisition have no voting rights, except to the extent approved by the
affirmative vote of two-thirds of all votes entitled to be cast on the matter,
excluding all interested shares.  Under Maryland law, "control shares"
are those which, when aggregated with any other shares held by the acquiror,
allow the acquiror to exercise voting power within specified
ranges.  The control share provisions of Maryland law also could
delay, defer or prevent a transaction or a change of control which our
stockholders might deem to be in their best interests.  As permitted
by Maryland law, our charter and bylaws provide that the "control shares" and
"business combinations" provisions of Maryland law described above will not
apply to acquisitions of those shares by Mr. Charles J. Urstadt or to
transactions between the Company and Mr. Urstadt or any of his
affiliates.  Consequently, unless such exemptions are amended or
repealed, we may in the future enter into business combinations or other
transactions with Mr. Urstadt or any of his affiliates without complying with
the requirements of Maryland anti-takeover laws.  In view of the
common equity securities controlled by Mr. Charles J. Urstadt, Mr. Urstadt may
control a sufficient percentage of the voting power of our common equity
securities to effectively block approval of any proposal which requires a vote
of our stockholders.





Our stockholder
rights plan could deter a change of control.We have adopted a
stockholder rights plan.  This plan may deter a person or a group from
acquiring more than 10% of the combined voting power of our outstanding shares
of common stock and Class A common stock because, after (i) the person or group
acquires more than 10% of the combined voting power of our outstanding common
stock and Class A common stock, or (ii) the commencement of a tender offer or
exchange offer by any person (other than us, any one of our wholly owned
subsidiaries or any of our employee benefit plans, or certain exempt persons),
if, upon consummation of the tender offer or exchange offer, the person or group
would beneficially own 30% or more of the combined voting power of our
outstanding shares of common stock and Class A common stock, all other
stockholders will have the right to purchase securities from us at a price that
is less than their fair market value.  This would substantially reduce
the value of the stock owned by the acquiring person.  Our board of
directors can prevent the plan from operating by approving the transaction and
redeeming the rights.  This gives our board of directors significant
power to approve or disapprove of the efforts of a person or group to acquire a
large interest in us.  The rights plan exempts acquisitions of common
stock and Class A common stock by Mr. Charles J. Urstadt, members of his family
and certain of his affiliates.





13


Item
1B.     Unresolved Staff Comments





Not
Applicable





Item
2.     Properties.





Core
Properties





The
following table sets forth information concerning each core property at October
31, 2008.  Except as otherwise noted, all core properties are 100%
owned by the Company.





Year
              Renovated
            Year
      Completed
            Year
      Acquired
            Gross
              Leasable
              Sq Feet
            Acres
            Number
              of
      Tenants
            %
              Leased
            Principal TenantRetail
      Properties:Stamford,
      CT (1)
            1997
            1950
            2002
            369,000
            13.6
            36
            99%
            
            Stop
      & Shop SupermarketSpringfield,
      MA
            1996
            1970
            1970
            326,000
            26.0
            29
            91%
            
            Big
      Y SupermarketMeriden,
      CT
            2001
            1989
            1993
            316,000
            29.2
            24
            96%
            
            ShopRite
      SupermarketStratford,
      CT
            1988
            1978
            2005
            269,000
            29.0
            17
            90%
            
            Stop
      & Shop SupermarketYorktown,
      NY
            1997
            1973
            2005
            200,000
            16.4
            9
            97%
            
            StaplesDanbury,
      CT
            -
            1989
            1995
            194,000
            19.3
            22
            99%
            
            Christmas
      Tree ShopsWhite
      Plains, NY
            1994
            1958
            2003
            185,000
            3.5
            11
            100%
            
            Toys
      “R” UsOssining,
      NY
            2000
            1978
            1998
            137,000
            11.4
            23
            88%
            
            Stop
      & Shop SupermarketSomers,
      NY
            -
            2002
            2003
            135,000
            26.0
            25
            99%
            
            Home
      GoodsCarmel,
      NY
            1999
            1983
            1995
            129,000
            19.0
            17
            98%
            
            ShopRite
      SupermarketWayne,
      NJ
            1992
            1959
            1992
            102,000
            9.0
            37
            89%
            
            A&P
      SupermarketNewington,
      NH
            1994
            1975
            1979
            102,000
            14.3
            7
            86%
            
            Linens
      ‘N ThingsNewark,
      NJ (1)
            -
            1995
            2008
            101,000
            8.4
            15
            100%
            
            PathmarkDarien,
      CT
            1992
            1955
            1998
            95,000
            9.5
            19
            100%
            
            Shaw’s
      SupermarketEmerson,
      NJ
            -
            1981
            2007
            92,000
            7.0
            17
            97%
            
            ShopRite
      SupermarketNew
      Milford, CT
            -
            1966
            2008
            79,000
            7.6
            6
            100%
            
            Big
      Y SupermarketSomers,
      NY
            -
            1991
            1999
            78,000
            10.8
            32
            94%
            
            CVSOrange,
      CT
            -
            1990
            2003
            78,000
            10.0
            10
            87%
            
            Trader
      Joe’s SupermarketEastchester,
      NY
            2002
            1978
            1997
            70,000
            4.0
            10
            82%
            
            Food
      EmporiumRidgefield,
      CT
            1999
            1930
            1998
            51,000
            2.1
            35
            90%
            
            Chico’sRye,
      NY (4 buildings)
            -
            Various
            2004
            40,000
            1.0
            17
            83%
            
            CosiWestport,
      CT
            -
            1986
            2003
            39,000
            3.0
            10
            100%
            
            Pier
      One ImportsOssining,
      NY
            -
            1975
            2001
            38,000
            1.0
            18
            88%
            
            Dress
      BarnDanbury,
      CT
            -
            1988
            2002
            33,000
            2.7
            5
            100%
            
            Fortunoff,  Sleepys’Ossining,
      NY
            2001
            1981
            1999
            29,000
            4.0
            4
            100%
            
            Westchester
      Community CollegePelham,
      NY
            -
            1975
            2006
            26,000
            1.0
            9
            100%
            
            Gristede’s
      SupermarketQueens,
      NY (2 buildings)
            -
            1960
            2006
            24,000
            1.0
            13
            84%
            
            MelodyaWaldwick,
      NJ
            -
            1961
            2008
            20,000
            1.8
            1
            100%
            
            RiteAidSomers,
      NY
            -
            1987
            1992
            19,000
            4.9
            10
            82%
            
            Putnam
      County Savings BankMonroe,
      CT
            -
            2005
            2007
            10,000
            2.0
            4
            71%
            
            StarbucksBank
      Branches, NY
            -
            1960
            2008
            6,000
            0.7
            -
            -
            
            -Office
      Properties:Greenwich,
      CT
              (5
      buildings)
            -
            various
            various
            59,000
            2.8
            13
            73%
            
            Tutor
      Time3,451,000
            
            505





(1) The
Company is the sole general partner in the partnership that owns this
property.




Non-Core
Properties





In a
prior year, the Board of Directors of the Company expanded and refined the
strategic objectives of the Company to concentrate the real estate portfolio
into one of primarily retail properties located in the Northeast and authorized
the sale of the Company’s non-core properties in the normal course of business
over a period of years given prevailing market conditions and the
characteristics of each property.





At
October 31, 2008, the Company's non-core properties consisted of two industrial
facilities with a total of 447,000 square feet of GLA.  The non-core
properties collectively had 2 tenants and were 100% leased at October 31,
2008.





14




The
following table sets forth information concerning each non-core property at
October 31, 2008.  The non-core properties are 100% owned by the
Company.





Location
            Year
      Renovated
            Year
      Completed
            Year
      Acquired
            Rentable
      Square Feet
            Acres
            #
      of Tenants
            Leased
            Principal TenantDallas,
      TX
            1989
            1970
            1970
            255,000
            14.5
            1
            100%
            DaimlerChrysler
      CorporationSt.
      Louis, MO
            2000
            1970
            1970
            192,000
            16.0
            1
            100%
            DaimlerChrysler
      Corporation447,000
            
            2Total
      Portfolio
            
            
            
            3,898,000
            
            507





Lease Expirations – Total
Portfolio





The
following table sets forth a summary schedule of the annual lease expirations
for the core and non-core properties for leases in place as of October 31, 2008,
assuming that none of the tenants exercise renewal or cancellation options, if
any, at or prior to the scheduled expirations.





Year
      of Lease Expiration
            Number
      of LeasesExpiring
            Square
      Footage of Expiring
      Leases
            Percentage
      of Total
              Leased Square Feet2009 (1)
            87
            254,000
            6.74%2010
            62
            265,000
            7.02%2011
            64
            449,000
            11.91%2012
            71
            700,000
            18.58%2013
            54
            319,000
            8.48%2014
            38
            308,000
            8.18%2015
            28
            272,000
            7.21%2016
            30
            127,000
            3.36%2017
            27
            218,000
            5.80%2018
            21
            167,000
            4.44%Thereafter
            25
            689,000
            18.28%Total
            507
            3,768,000
            100.00%





(1)
            Represents
      lease expirations from November 1, 2008 to October 31, 2009 and
      month-to-month leases.





Item  3.    
Legal Proceedings.





In the
ordinary course of business, the Company is involved in legal
proceedings.  However, there are no material legal proceedings
presently pending against the Company.





Item
4.     Submission of Matters to a Vote of Security
Holders.





No matter
was submitted to a vote of security holders during the fourth quarter of the
fiscal year ended October 31, 2008.





15








PART
      II





Item
5.     Market for the Registrant's Common Equity, Related
Shareholder Matters and Issuers Purchases of Equity Securities.





(a)
Market Information


Shares of
Common Stock and Class A Common Stock of the Company are traded on the New York
Stock Exchange under the symbols "UBP" and “UBA”, respectively.  The
following table sets forth the high and low closing sales prices for the
Company's Common Stock and Class A Common Stock during the fiscal years ended
October 31, 2008 and 2007 as reported on the New York Stock
Exchange:





Common shares:
            Fiscal
      Year Ended
              October 31, 2008
            Fiscal
      Year Ended
              October 31, 2007Low
            High
            Low
            HighFirst
      Quarter
            $13.69
            $18.38
            $16.70
            $18.25Second
      Quarter
            $14.10
            $17.84
            $17.02
            $18.46Third
      Quarter
            $14.76
            $18.14
            $16.35
            $18.45Fourth
      Quarter
            $12.91
            $18.41
            $16.15
            $18.31





Class A Common shares:
            Fiscal
      Year Ended
              October 31, 2008
            Fiscal
      Year Ended
              October 31, 2007Low
            High
            Low
            HighFirst
      Quarter
            $13.75
            $18.13
            $17.82
            $19.43Second
      Quarter
            $13.38
            $17.71
            $17.81
            $19.62Third
      Quarter
            $14.42
            $17.64
            $15.10
            $18.81Fourth
      Quarter
            $12.79
            $19.04
            $14.97
            $17.91





(b)
Approximate Number of Equity Security Holders





At
January 5, 2009 (latest date practicable), there were 1,054 shareholders of
record of the Company's Common Stock and 1,063 shareholders of record of the
Class A Common Stock.





(c)
Dividends Declared on Common Stock and Class A Common Stock and Tax
Status





The
following tables set forth the dividends declared per Common share and Class A
Common share and tax status for Federal income tax purposes of the dividends
paid during the fiscal years ended October 31, 2008 and 2007:





Dividend
      Payment Date
            Gross Dividend
              Paid Per Share
            Ordinary
      Income
            Non-Taxable
      Portion
            
            Gross
      Dividend
              Paid Per Share
            Ordinary
      Income
            Non-Taxable
      PortionJanuary
      18, 2008
            $.2150
            $.159
            $.056
            
            $.2375
            $.175
            $.0625April
      18, 2008
            $.2150
            $.159
            $.056
            
            $.2375
            $.175
            $.0625July
      18, 2008
            $.2150
            $.159
            $.056
            
            $.2375
            $.175
            $.0625October
      17, 2008
            $.2150
            $.159
            $.056
            
            $.2375
            $.175
            $.0625$.86
            $.636
            $.224
            
            $.95
            $.70
            $.25







Dividend
      Payment Date
            Gross
      Dividend Paid Per
    Share
            OrdinaryIncome
            
            Gross
      Dividend Paid Per
    Share
            Ordinary
      IncomeJanuary
      19, 2007
            $.2075
            $.2075
            
            $.23
            $.23April
      20, 2007
            $.2075
            $.2075
            
            $.23
            $.23July
      20, 2007
            $.2075
            $.2075
            
            $.23
            $.23October
      19, 2007
            $.2075
            $.2075
            
            $.23
            $.23$.83
            $.83
            
            $.92
            $.92





The
Company has paid quarterly dividends since it commenced operations as a real
estate investment trust in 1969.  During the fiscal year ended October
31, 2008, the Company made distributions to stockholders aggregating $0.86 per
Common share and $0.95 per Class A Common share. On December 10, 2008, the
Company’s Board of Directors approved the payment of a quarterly dividend
payable January 20, 2009 to stockholders of record on January 6, 2009. The
quarterly dividend rates were declared in the amounts of $0.2175 per Common
share and $0.2400 per Class A Common share.


16





Although
the Company intends to continue to declare quarterly dividends on its Common
shares and Class A Common shares, no assurances can be made as to the amounts of
any future dividends.  The declaration of any future dividends by the
Company is within the discretion of the Board of Directors and will be dependent
upon, among other things, the earnings, financial condition and capital
requirements of the Company, as well as any other factors deemed relevant by the
Board of Directors.  Two principal factors in determining the amounts
of dividends are (i) the requirement of the Internal Revenue Code that a
real estate investment trust distribute to shareholders at least 90% of its real
estate investment trust taxable income, and (ii) the amount of the
Company's available cash.





Each
share of Common Stock entitles the holder to one vote.  Each share of
Class A Common Stock entitles the holder to 1/20 of one vote per
share.  Each share of Common Stock and Class A Common Stock have
identical rights with respect to dividends except that each share of Class A
Common Stock will receive not less than 110% of the regular quarterly dividends
paid on each share of Common Stock.





The
Company has a Dividend Reinvestment and Share Purchase Plan (“DRIP”) that allows
shareholders to acquire additional shares of Common Stock and Class A Common
Stock by automatically reinvesting dividends.  Shares are acquired
pursuant to the DRIP at a price equal to the higher of 95% of the market price
of such shares on the dividend payment date or 100% of the average of the daily
high and low sales prices for the five trading days ending on the day of
purchase without payment of any brokerage commission or service
charge.  As of October 31, 2008, 1,016,308 shares of Common Stock and
183,180 shares of Class A Common Stock have been issued under the
DRIP.





(d)  Issuer
Repurchase





In a
prior year, the Board of Directors of the Company approved a share repurchase
program (“Program”) for the repurchase of up to 500,000 shares of Common Stock
and Class A Common Stock in the aggregate.  On March 6, 2008, the
Board of Directors amended the Program to allow the Company to repurchase up to
1,000,000 shares of Common and Class A Common Stock in the
aggregate.  In December 2008, the Board of Directors further amended
the Program to allow the Company to repurchase up to 1,500,000 shares of Common
and Class A Common Stock in the aggregate.  In addition the Board of
Directors amended the Program to allow the Company to repurchase shares of the
Company’s Series C and Series D Senior Cumulative Preferred Stock (Preferred
Stock) in open market transactions.  During fiscal 2008 and 2007 the
Company repurchased 623,278 shares of Class A Common Stock at an aggregate
purchase price of $9.0 million and 21,200 shares of Class A Common Stock at an
aggregate purchase price of $317,000, respectively.  As
of October 31, 2008, the Company had repurchased 3,600 shares of Common
Stock and 685,878 shares of Class A Common Stock under the repurchase
program. The Company has not yet repurchased any Preferred Stock under the
Program.





The
following table sets forth the shares repurchased by the Company during the
three month period ended October 31, 2008:





Period
            Total
      Number
              of
      Shares
              Purchased
            Average
      Price
              Per
      Share
              Purchased
            Total
      Number
              Shares
      Re-
              purchased
      as
              Part
      of Publicly
              Announced
              Plan
      or
              Program
            Maximum
              Number
      of
              Shares
      That
              May
      be
              Purchased
              Under
      the Plan
              or Program(1)August
      1, 2008 – August 31, 2008
            -
            -
            -
            422,700September
      1, 2008 – September 30, 2008
            -
            -
            -
            422,700October
      1, 2008 – October 31, 2008
            112,178
            $13.38
            112,178
            310,522





(1)  Taking
into account the 500,000 share increase authorized in December 2008, the maximum
number would have been 810,522 on a pro-forma a basis.











17








Item
6.     Selected Financial Data.


(In
thousands, except per share data)





Year
      Ended October 31,
            
            2008
            
            
            2007
            
            
            2006
            
            
            2005
            
            
            2004Balance
      Sheet Data:Total
      Assets
            
            $
            506,117
            
            
            $
            471,770
            
            
            $
            451,350
            
            
            $
            464,439
            
            
            $
            394,917Mortgage
      Notes Payable
            
            $
            104,954
            
            
            $
            96,282
            
            
            $
            104,341
            
            
            $
            111,786
            
            
            $
            107,443Redeemable
      Preferred Stock
            
            $
            96,203
            
            
            $
            52,747
            
            
            $
            52,747
            
            
            $
            52,747
            
            
            $
            52,747Operating
      Data:Total
      Revenues
            
            $
            80,856
            
            
            $
            81,880
            
            
            $
            72,302
            
            
            $
            68,371
            
            
            $
            60,650Total
      Expenses and Minority Interest
            
            $
            52,649
            
            
            $
            49,630
            
            
            $
            48,708
            
            
            $
            46,134
            
            
            $
            39,729Income
      from Continuing Operations before Discontinued Operations
            
            $
            28,525
            
            
            $
            32,751
            
            
            $
            24,544
            
            
            $
            22,968
            
            
            $
            21,408Per
      Share Data:Net
      Income from Continuing Operations - Basic:Class A Common
    Stock
            
            $
            .66
            
            
            $
            .95
            
            
            $
            .63
            
            
            $
            .66
            
            
            $
            .69Common Stock
            
            $
            .60
            
            
            $
            .86
            
            
            $
            .56
            
            
            $
            .60
            
            
            $
            .63Net
      Income from Continuing Operations - Diluted:Class A Common
    Stock
            
            $
            .64
            
            
            $
            .93
            
            
            $
            .61
            
            
            $
            .64
            
            
            $
            .68Common Stock
            
            $
            .58
            
            
            $
            .83
            
            
            $
            .55
            
            
            $
            .58
            
            
            $
            .62Cash
      Dividends on:Class A Common
    Stock
            
            $
            .95
            
            
            $
            .92
            
            
            $
            .90
            
            
            $
            .88
            
            
            $
            .86Common Stock
            
            $
            .86
            
            
            $
            .83
            
            
            $
            .81
            
            
            $
            .80
            
            
            $
            .78Total
            
            $
            1.81
            
            
            $
            1.75
            
            
            $
            1.71
            
            
            $
            1.68
            
            
            $
            1.64Other
      Data:Net
      Cash Flow Provided by (Used in):Operating
    Activities
            
            $
            44,997
            
            
            $
            49,307
            
            
            $
            35,429
            
            
            $
            35,505
            
            
            $
            30,744Investing
    Activities
            
            $
            (33,694
            )
            
            $
            (19,457
            )
            
            $
            (20,129
            )
            
            $
            (61,348
            )
            
            $
            (2,416
            )Financing  Activities
            
            $
            (13,857
            )
            
            $
            (28,432
            )
            
            $
            (38,994
            )
            
            $
            26,397
            
            
            $
            (24,837
            )Funds
      from Operations (Note 1)
            
            $
            30,444
            
            
            $
            37,062
            
            
            $
            28,848
            
            
            $
            29,355
            
            
            $
            29,813





Note 1: The Company has adopted the
definition of Funds from Operations (FFO) suggested by the National Association
of Real Estate Investment Trusts (NAREIT) and defines FFO as net income
(computed in accordance with generally accepted accounting principles),
excluding gains (or losses) from sales of properties plus real estate related
depreciation and amortization and after adjustments for unconsolidated joint
ventures.  For a reconciliation of net income and FFO, see
Management’s Discussion and Analysis of Financial Condition and Results of
Operations on page 19.  FFO does not represent cash flows from
operating activities in accordance with generally accepted accounting principles
and should not be considered an alternative to net income as an indicator of the
Company’s operating performance.  The Company considers FFO a
meaningful, additional measure of operating performance because it primarily
excludes the assumption that the value of its real estate assets diminishes
predictably over time and industry analysts have accepted it as a performance
measure.  FFO is presented to assist investors in analyzing the
performance of the Company.  It is helpful as it excludes various
items included in net income that are not indicative of the Company’s operating
performance.  However, comparison of the Company’s presentation of
FFO, using the NAREIT definition, to similarly titled  measures for
other REITs may not necessarily be meaningful due to possible differences in the
application of the NAREIT definition used by such REITs.  For a
further discussion of FFO, see Management’s Discussion and Analysis of Financial
Condition and Results of Operations on page 19.








18


Item
7.     Management's Discussion and Analysis of Financial
Condition and Results of Operations





The
following discussion should be read in conjunction with the consolidated
financial statements of the Company and the notes thereto included elsewhere in
this report.





Forward-Looking
Statements


This Item
7 includes certain statements that may be deemed to be “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended.  All statements, other than statements of historical facts,
included in this Item 7 that address activities, events or developments that the
Company expects, believes or anticipates will or may occur in the future,
including such matters as future capital expenditures, dividends and
acquisitions (including the amount and nature thereof), business strategies,
expansion and growth of the Company’s operations and other such matters are
forward-looking statements. These statements are based on certain assumptions
and analyses made by the Company in light of its experience and its perception
of historical trends, current conditions, expected future developments and other
factors it believes are appropriate. Such statements are subject to a number of
assumptions, risks and uncertainties, including among other things, general
economic and business conditions, the business opportunities that may be
presented to and pursued by the Company, changes in laws or regulations and
other factors, many of which are beyond the control of the Company. Many of
these risks are discussed in Item 1A. Risk Factors.  Any
forward-looking statements are not guarantees of future performance and actual
results or developments may differ materially from those anticipated in the
forward-looking statements.





Executive
Summary


The
Company, a REIT, is a fully integrated, self-administered real estate company,
engaged in the acquisition, ownership and management of commercial real estate,
primarily neighborhood and community shopping centers in the northeastern part
of the United States. Other real estate assets include office and industrial
properties. The Company’s major tenants include supermarket chains and other
retailers who sell basic necessities. At October 31, 2008, the Company owned or
had interests in 44 properties containing a total of 3.9 million square feet of
GLA of which approximately 95% was leased.





The
Company derives substantially all of its revenues from rents and operating
expense reimbursements received pursuant to long-term leases and focuses its
investment activities on community and neighborhood shopping centers, anchored
principally by regional supermarket chains.  The Company believes,
because of the need of consumers to purchase food and other staple goods and
services generally available at supermarket-anchored shopping centers, that the
nature of its investments provide for relatively stable revenue flows even
during difficult economic times.  The Company is experiencing and, in
fiscal 2009, expects that it will continue to experience increased vacancy rates
at some of its shopping centers and a lengthening in the time required for
releasing of vacant space, as the current economic downturn continues to
negatively affect retail companies.  However, the Company believes it
is well positioned to weather these difficulties.  Notwithstanding the
increase in vacancy rates at various properties, approximately 95% of the
Company’s portfolio remains leased.  The Company has a strong capital
structure with, by industry standards, a small amount of debt maturing in the
next 12 months that the Company believes it can refinance or repay with
available cash or borrowings under its credit facilities.  The Company
expects to continue to explore acquisition opportunities that might present
themselves during this economic downturn consistent with its business
strategy.





Primarily
as a result of recent property acquisitions, the Company’s financial data shows
increases in total revenues and expenses from period to period.





The
Company focuses on increasing cash flow, and consequently the value of its
properties, and seeks continued growth through strategic re-leasing, renovations
and expansion of its existing properties and selective acquisition of income
producing properties, primarily neighborhood and community shopping centers in
the northeastern part of the United States.





Key
elements of the Company’s growth strategies and operating policies are
to:





§
            Acquire
      neighborhood and community shopping centers in the northeastern part of
      the United States with a concentration in Fairfield County, Connecticut,
      Westchester and Putnam Counties, New York and Bergen County, New
      Jersey


§
            Hold
      core properties for long-term investment and enhance their value through
      regular maintenance, periodic renovation and capital
      improvement


§
            Selectively
      dispose of non-core and underperforming properties and re-deploy the
      proceeds into properties located in the  northeast
      region


§
            Increase
      property values by aggressively marketing available GLA and renewing
      existing leases


§
            Renovate,
      reconfigure or expand existing properties to meet the needs of existing or
      new tenants


§
            Negotiate
      and sign leases which provide for regular or fixed contractual increases
      to minimum rents


§
            Control
      property operating and administrative
costs





19


Critical
Accounting Policies


Critical
accounting policies are those that are both important to the presentation of the
Company’s financial condition and results of operations and require management’s
most difficult, complex or subjective judgments.   Set forth
below is a summary of the accounting policies that management believes are
critical to the preparation of the consolidated financial
statements.  This summary should be read in conjunction with the more
complete discussion of the Company’s accounting policies included in Note 1 to
the consolidated financial statements of the Company.





Revenue
Recognition





The
Company records base rents on a straight-line basis over the term of each lease.
The excess of rents recognized over amounts contractually due pursuant to the
underlying leases is included in tenant receivables on the accompanying balance
sheets. Most leases contain provisions that require tenants to reimburse a
pro-rata share of real estate taxes and certain common area
expenses.   Adjustments are also made throughout the year to
tenant receivables and the related cost recovery income based upon the Company’s
best estimate of the final amounts to be billed and collected.





Allowance
for Doubtful Accounts





The
allowance for doubtful accounts is established based on a quarterly analysis of
the risk of loss on specific accounts. The analysis places particular emphasis
on past-due accounts and considers information such as the nature and age of the
receivables, the payment history of the tenants or other debtors, the financial
condition of the tenants and any guarantors and management’s assessment of their
ability to meet their lease obligations, the basis for any disputes and the
status of related negotiations, among other things. Management’s estimates of
the required allowance is subject to revision as these factors change and is
sensitive to the effects of economic and market conditions on tenants,
particularly those at retail properties.  Estimates are used to
establish reimbursements from tenants for common area maintenance, real estate
tax and insurance costs.  The Company analyzes the balance of its
estimated accounts receivable for real estate taxes, common area maintenance and
insurance for each of its properties by comparing actual recoveries versus
actual expenses and any actual write-offs.  Based on its analysis, the
Company may record an additional amount in its allowance for doubtful accounts
related to these items.  It is also the Company’s policy to maintain
an allowance of approximately 10% of the deferred straight-line rents receivable
balance for future tenant credit losses.





Real
Estate





Land,
buildings, property improvements, furniture/fixtures and tenant improvements are
recorded at cost.  Expenditures for maintenance and repairs are
charged to operations as incurred.  Renovations and/or replacements,
which improve or extend the life of the asset, are capitalized and depreciated
over their estimated useful lives.





The
amounts to be capitalized as a result of an acquisition and the periods over
which the assets are depreciated or amortized are determined based on estimates
as to fair value and the allocation of various costs to the individual
assets.  The Company allocates the cost of an acquisition based upon
the estimated fair value of the net assets acquired.  The Company also
estimates the fair value of intangibles related to its
acquisitions.  The valuation of the fair value of intangibles involves
estimates related to market conditions, probability of lease renewals and the
current market value of in-place leases.  This market value is
determined by considering factors such as the tenant’s industry, location within
the property and competition in the specific region in which the property
operates.  Differences in the amount attributed to the intangible
assets can be significant based upon the assumptions made in calculating these
estimates.





The
Company is required to make subjective assessments as to the useful life of its
properties for purposes of determining the amount of
depreciation.  These assessments have a direct impact on the Company’s
net income.





Properties
are depreciated using the straight-line method over the estimated useful lives
of the assets.  The estimated useful lives are as
follows:





Buildings
            30-40
      yearsProperty
      Improvements
            10-20
      yearsFurniture/Fixtures
            3-10
      yearsTenant
      Improvements
            Shorter
      of lease term or their useful life





Asset
Impairment





On a
periodic basis, management assesses whether there are any indicators that the
value of the real estate properties may be impaired.  A property value
is considered impaired when management’s estimate of current and projected
operating cash flows (undiscounted and without interest) of the property over
its remaining useful life is less than the net carrying value of the
property.  Such cash flow projections consider factors such as
expected future operating income, trends and prospects, as well as the effects
of demand, competition and other factors.  To the extent impairment
has occurred, the loss is measured as the excess of the net carrying amount of
the property over the fair value of the asset.  Changes in estimated
future cash flows due to changes in the Company’s plans or market and economic
conditions could result in recognition of impairment losses which could be
substantial.  Management does not believe that the value of any of its
rental properties is impaired at October 31, 2008.




20


Liquidity
and Capital Resources


At
October 31, 2008, the Company had unrestricted cash and cash equivalents of $1.7
million compared to $4.2 million at October 31, 2007.  The Company's
sources of liquidity and capital resources include its cash and cash
equivalents, proceeds from bank borrowings and long-term mortgage debt, capital
financings and sales of real estate investments. Payments of expenses related to
real estate operations, debt service, management and professional fees, and
dividend requirements place demands on the Company's short-term
liquidity.





Cash
Flows





The
Company expects to meet its short-term liquidity requirements primarily by
generating net cash from the operations of its properties.  The
Company believes that its net cash provided by operations will be sufficient to
fund its short-term liquidity requirements for fiscal 2009 and to meet its
dividend requirements necessary to maintain its REIT status. In fiscal 2008,
2007 and 2006, net cash flow provided by operations amounted to $45.0 million,
$49.3 million and $35.4 million, respectively.  Cash dividends paid on
common and preferred shares increased to $36.0 million in fiscal 2008 compared
to $33.1 million in fiscal 2007 and $32.4 million in fiscal
2006.





The
Company expects to continue paying regular dividends to its
stockholders.  These dividends will be paid from operating cash flows
which are expected to increase due to property acquisitions and growth in
operating income in the existing portfolio and from other sources. The Company
derives substantially all of its revenues from rents under existing leases at
its properties. The
Company’s operating cash flow therefore depends on the rents that it is able to
charge to its tenants, and the ability of its tenants to make rental payments.
The Company believes that the nature of the properties in which it typically
invests ― primarily grocery-anchored neighborhood and community shopping centers
― provides a more stable revenue flow in uncertain economic times, in that
consumers still need to purchase basic staples and convenience items. However,
even in the geographic areas in which the Company owns properties,
general economic downturns may adversely impact the ability of the Company’s
tenants to make lease payments and the Company’s ability to re-lease space as
leases expire. In either of these cases, the Company’s cash flow could be
adversely affected.





Net
Cash Flows from:





Operating
Activities





Net cash
flows provided by operating activities amounted to $45.0 million in fiscal 2008,
compared to $49.3 million in fiscal 2007 and $35.4 million in fiscal 2006. The
changes in operating cash flows were primarily due to increases in the net
operating results generated from the Company’s properties and operating cash
flows from new properties acquired during those periods and, in 2007, the
receipt of a $6 million settlement of a lease guarantee obligation.





Investing
Activities





Net cash
flows used in investing activities were $33.7 million in fiscal 2008, $19.5
million in fiscal 2007 and $20.1 million in fiscal 2006. The net cash flows in
each of these years were principally due to the acquisition of properties
consistent with the Company’s strategic plan to acquire properties in the
northeast. The Company acquired five properties in fiscal 2008, two properties
in fiscal 2007 and three properties in fiscal 2006. In fiscal 2007, the Company
also acquired the remaining limited partnership interest in its Eastchester
property for $2.8 million.  In fiscal 2007, the Company sold one
property for $13.2 million.  Sale proceeds were used to purchase an
additional property in the northeast.  The Company also invests in its
properties and regularly pays for capital expenditures for property
improvements, tenant costs and leasing commissions.





Financing
Activities





The
Company generated net cash from financing activities in fiscal 2008 primarily
from the sale of 2,400,000 shares of 8.5% Series E Senior Cumulative Preferred
Stock (“Series E Preferred Stock”) in the net amount of $58.0
million.  The Company redeemed all of the outstanding shares of 8.99%
Series B Senior Cumulative Preferred Stock (“Series B Preferred Stock”) for
$15.0 million in fiscal 2008.  The Company borrowed $18.1 million,
$14.2 million, and $3.0 million from its revolving lines of credit in fiscal
2008, 2007 and 2006, respectively, primarily to finance property acquisitions
and to repurchase Class A Common Stock.  During the fiscal year ended
2008, 2007 and 2006, the Company repaid borrowings under its revolving lines of
credit in the amount of $25.2 million, $2.0 million and $ 3.0 million,
respectively.  Net cash used in financing activities in each of the
fiscal years 2008, 2007 and 2006 reflect distributions to its shareholders each
year of $36.0 million in fiscal 2008, $33.1 million in fiscal 2007 and $32.4
million in fiscal 2006.  Cash used in financing activities also
included $9.0 million in fiscal 2008 and $317,000 in fiscal 2007 for the
repurchase of the Company’s shares of Class A Common Stock.  Cash used
in financing activities for required principal payments on mortgages totaled
$1.7 million in fiscal 2008, $2.3 million in fiscal 2007 and $2.4 million in
fiscal 2006.  The Company repaid mortgages payable totaling $5.3
million in fiscal 2008, $5.7 million in fiscal 2007 and $5.0 million in fiscal
2006.





21


Capital
Resources





The
Company expects to fund its long-term liquidity requirements such as property
acquisitions, repayment of indebtedness and capital expenditures through other
long-term indebtedness (including indebtedness assumed in acquisitions),
proceeds from sales of properties and/or the issuance of equity securities. The
Company believes that these sources of capital will continue to be available to
it in the future to fund its long-term capital needs; however, there are certain
factors that may have a material adverse effect on its access to capital
sources. The Company’s ability to incur additional debt is dependent upon its
existing leverage, the value of its unencumbered assets and borrowing
limitations imposed by existing lenders. The Company’s ability to raise funds
through sales of equity securities is dependent on, among other things, general
market conditions for REITs, market perceptions about the Company and its stock
price in the market. The Company’s ability to sell properties in the future to
raise cash will be dependent upon market conditions at the time of
sale.





Financings
and Debt





During
fiscal 2008, the Company sold 2,400,000 shares of Series E Preferred
Stock for net proceeds of $58.0 million.  The Series E Preferred
Stock entitles the holders thereof to cumulative cash dividends payable
quarterly in arrears at the rate of 8.5% per annum on the $25 per share
liquidation preference. In conjunction with the sale of the Series E
Preferred Stock the Company redeemed all 150,000 shares of its Series B
Preferred Stock, for the redemption price, as defined, in the amount of $15.0
million.  The Company used a portion of the proceeds from the sale of
the Series E Preferred Stock to repay variable rate debt and for property
acquisitions.





The
Company is exposed to interest rate risk primarily through its borrowing
activities. There is inherent rollover risk for borrowings as they mature and
are renewed at current market rates. The extent of this risk is not quantifiable
or predictable because of the variability of future interest rates and the
Company’s future financing requirements.  Mortgage notes
payable of $105.0 million consist principally of fixed rate mortgage loan
indebtedness with a weighted average interest rate of 6.1% at October 31, 2008.
The mortgage loans are secured by 11 properties with a net book value of $199
million and primarily have fixed rates of interest ranging from 5.09% to
7.78%.  The Company made principal payments of $7.0 million (including
the repayment of $5.3 million in mortgages that matured) in fiscal 2008
compared to $8.1 million (including the repayment of $5.7 million in mortgages
that matured) in fiscal 2007 and $7.4 million (including the repayment of $5.0
million in mortgages that matured) in fiscal 2006.  The Company may
refinance its mortgage loans, at or prior to scheduled maturity, through
replacement mortgage loans.  The ability to do so, however, is
dependent upon various factors, including the income level of the properties,
interest rates and credit conditions within the commercial real estate market.
Accordingly, there can be no assurance that such refinancings can be
achieved.





In fiscal
2007, the Company entered into an agreement with a bank to extend the
non-recourse mortgage note payable on the Ridgeway Shopping Center in Stamford,
Connecticut with an outstanding principal balance of approximately $52.5 million
for a 10-year term and reset the fixed interest rate from 7.54% to 5.52%
commencing October 1, 2007.





In
February 2008, the Company entered into a new $50 Million Unsecured Revolving
Credit Agreement (the “Unsecured Facility”) with The Bank of New York Mellon and
Wells Fargo Bank N.A. The agreement gives the Company the option, under
certain conditions, to increase the Facility’s borrowing capacity up to $100
million.  The maturity date of the Unsecured Facility is February 11,
2011 with two one-year extensions at the Company’s option.  Borrowings
under the Unsecured Facility can be used for, among other things, acquisitions,
working capital, capital expenditures, repayment of other indebtedness and the
issuance of letters of credit (up to $10 million).  Borrowings bear
interest at the Company’s option of Eurodollar plus 0.85% or The Bank of New
York Mellon’s prime lending rate plus 0.50%.  The Company pays an
annual fee on the unused commitment amount of up to 0.175% based on outstanding
borrowings during the year. The Unsecured Facility contains certain
representations, financial and other covenants typical for this type of
facility.  The Company’s ability to borrow under the Unsecured
Facility is subject to its compliance with the covenants and other restrictions
on an ongoing basis.  The principal financial covenants limit the
Company’s level of secured and unsecured indebtedness and additionally require
the Company to maintain certain debt coverage ratios.  As of October
31, 2008, the Company was in compliance with such covenants in the Unsecured
Facility and in the Secured Facility discussed below.





On April
15, 2008, the Company renewed its secured revolving credit facility with The
Bank of New York Mellon (the “Secured Facility”) which provides for borrowings
of up to $30 million for an additional three years to April 2011.  The
Secured Facility is collateralized by first mortgage liens on two of the
Company’s properties.  Interest on outstanding borrowings is at The
Bank of New York Mellon’s prime lending rate plus 0.50% or Eurodollar plus
1.75%.  The Secured Facility requires the Company to maintain certain
debt service coverage ratios during its term.  The Company pays an
annual fee of 0.25% on the unused portion of the Secured
Facility.  The Secured Facility is available to fund acquisitions,
capital expenditures, mortgage repayments, working capital and other general
corporate purposes.








22


Contractual
Obligations





The
Company’s contractual payment obligations as of October 31, 2008 were as follows
(amounts in thousands):





Payments
      Due by PeriodTotal
            
            
            2009
            
            
            2010
            
            
            2011
            
            
            2012
            
            
            2013
            
            
            ThereafterMortgage
      notes payable
            
            $
            104,954
            
            
            $
            17,182
            
            
            $
            6,607
            
            
            $
            13,291
            
            
            $
            5,154
            
            
            $
            4,449
            
            
            $
            58,271Tenant
      obligations*
            
            
            1,186
            
            
            
            1,186
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Total
      Contractual Obligations
            
            $
            106,140
            
            
            $
            18,368
            
            
            $
            6,607
            
            
            $
            13,291
            
            
            $
            5,154
            
            
            $
            4,449
            
            
            $
            58,271








*Committed
tenant-related obligations based on executed leases as of October 31,
2008.





The
Company has various standing or renewable service contracts with vendors related
to its property management. In addition, the Company also has certain other
utility contracts entered into in the ordinary course of business which may
extend beyond one year, which vary based on usage.  These contracts
include terms that provide for cancellation with insignificant or no
cancellation penalties.  Contract terms are generally one year or
less.





Off-Balance
Sheet Arrangements





During
the years ended October 31, 2008 and 2007, the Company did not have any material
off-balance sheet arrangements.





Capital
Expenditures





The
Company invests in its existing properties and regularly incurs capital
expenditures in the ordinary course of business to maintain its properties. The
Company believes that such expenditures enhance the competitiveness of its
properties. In fiscal 2008, the Company paid approximately $8.7 million for
property improvements, tenant improvement and leasing commission costs. The
amounts of these expenditures can vary significantly depending on tenant
negotiations, market conditions and rental rates.  The Company expects
to incur approximately $3.5 million for anticipated capital and tenant
improvements and leasing costs in fiscal 2009. These expenditures are expected
to be funded from operating cash flows or bank borrowings.





Acquisitions
and Significant Property Transactions





The
Company seeks to acquire properties which are primarily shopping centers located
in the northeastern part of the United States with a concentration in Fairfield
County, Connecticut, Westchester and Putnam Counties, New York and Bergen
County, New Jersey.





In
December 2007, the Company acquired a 20,000 square foot retail property located
in Waldwick, New Jersey (Waldwick) for $6.3 million, including closing
costs.  The property is net-leased to a single tenant under a
long-term lease arrangement.





In
February 2008, the Company acquired two retail properties, containing
approximately 5,500 square feet of GLA in Westchester County, New York for a
cash purchase price of $2.3 million, including closing costs.





In April
2008, the Company through a subsidiary, which is the sole general partner,
acquired a 60% interest in UB Ironbound, LP, (“Ironbound”), a newly formed
limited partnership that acquired by contribution a 101,000 square foot shopping
center in Newark, New Jersey (Ferry Plaza), valued at $26.3 million,
including transaction costs of approximately $297,000 and the assumption of an
existing first mortgage loan on the property at its estimated fair value of
$11.9 million at a fixed interest rate of 6.15%.  The Company’s
net investment in Ironbound amounted to $8.6 million.  The partnership
agreement provides for the partners to receive an annual cash preference
from available cash of the partnership. Any unpaid preferences
accumulate and are paid from future available cash, if any.
 The general partner’s cash preferences are paid after the limited
partner's preferences are satisfied.  The balance of available cash,
if any, is distributed in accordance with the respective partners'
interests. Upon liquidation, proceeds from the sale of partnership
assets are to be distributed in accordance with the respective partners'
interests.  The limited partner is not obligated to make any
additional capital contributions to the partnership.  Ironbound has a
defined termination date of December 31, 2099.





In August
2008, the Company acquired a 79,000 square foot shopping center in Litchfield
County, Connecticut for a purchase price of $10.4 million, including the
assumption of a first mortgage loan.  The Company recorded the
assumption of the mortgage loan at its estimated fair value which approximated
$3.7 million.





In May
2008, the Company paid a $750,000 deposit on a contract to purchase an equity
interest in a joint venture which owns a 237,000 square foot shopping center in
Westchester County, New York.  In November 2008, the Company
negotiated a termination of the contract and forfeited $150,000 of the contract
deposit.  The $150,000 plus capitalized acquisition costs in the
amount of $66,000 have been expensed in the fiscal 2008 consolidated statement
of income.


23





In
October 2008, the Company paid a $500,000 deposit on a contract to purchase an
office building in Greenwich, Connecticut.  In November of 2008, the
Company terminated the contract during the due diligence period and received its
contract deposit back in December of 2008.





In
January 2007, the Company acquired a 10,100 square foot shopping center located
in Monroe, Connecticut (“Monroe”) for $3.8 million, including closing
costs.





In April
2007, the Company acquired the Emerson Shopping Plaza (“Emerson”), a 92,000
square foot shopping center located in Emerson, New Jersey for a purchase price
of approximately $17.5 million, including closing costs.





In August
2007, the Company purchased all of the limited partner operating partnership
units (OPU’s) in a consolidated partnership that owned The Shoppes at
Eastchester, in Eastchester, New York for $2.8 million.  Prior to the
purchase, the Company was the sole general partner in the
partnership.  As a result of the purchase, the partnership terminated
and the property is now directly owned by the Company.





In
January 2007, the Company entered into a lease with a wholesale club to lease
approximately 107,000 square feet of space at The Dock Shopping Center, in
Stratford, Connecticut, subject to certain conditions.  In connection
with the new lease, the Company agreed to provide up to $6.75 million toward the
costs of redeveloping the space that previously had been occupied by a tenant
who, in a prior year, filed a petition in bankruptcy and vacated the
space.  The former tenant’s lease obligation was guaranteed through
2016 by a corporate guarantor previously affiliated with the former
tenant.  In February 2007, the Company executed a settlement agreement
with the guarantor whereby the guarantor was released from its obligations in
exchange for a payment to the Company of $6 million that was received in fiscal
2007.





In May
2007, the Company formed a limited liability company (“LLC”) to acquire by
contribution a 20% economic interest in a general partnership which owns a
retail/office property in Westchester County, New
York.  Simultaneously, the Company contributed one of its wholly-owned
retail properties in Westchester County, New York into the LLC.  As a
result of the contributions, the Company owns approximately 76% of the LLC, the
accounts of which are included in the accompanying consolidated financial
statements at October 31, 2008.  The Company has recorded the
non-controlling member’s share of the net assets of the LLC of $546,000 in
minority interests in the accompanying October 31, 2008 consolidated balance
sheet.  The Company has, among other things, guaranteed a preferential
return to the other member of the LLC of approximately $38,000 per
annum.





In fiscal
2006, the Company acquired three retail properties totaling 50,000 square feet
of GLA at an aggregate purchase price of $16.6 million.





Sales
of Properties





In fiscal
2007, the Company sold its Tempe, Arizona property for a sale price of $13.2
million.  The proceeds were used to complete the acquisition of the
Emerson, New Jersey property.  The Company recorded a gain on sale of
approximately $11.4 million in fiscal 2007.  There were no sales in
fiscal 2008.





Non-Core
Properties


In a
prior year, the Company's Board of Directors expanded and refined the strategic
objectives of the Company to refocus its real estate portfolio into one of
self-managed retail properties located in the northeast and authorized the sale
of the Company’s non-core properties in the normal course of business over a
period of several years.  The non-core properties consist of two
distribution service facilities (both of which are located outside of the
northeast region of the United States).





The
Company intends to sell its remaining non-core properties as opportunities
become available.  The Company’s ability to generate cash from asset
sales is dependent upon market conditions and will be limited if market
conditions make such sales unattractive.  In fiscal 2007, the Company
sold its Tempe, Arizona property, a non-core property, for $13.2 million and
recorded a gain on sale of the property of $11.4 million.  There were
no sales of non-core properties in fiscal 2008.  At October 31, 2008,
the two remaining non-core properties have a net book value of approximately
$630,000.





Funds
from Operations


The
Company considers Funds from Operations (“FFO”) to be an additional measure of
an equity REIT’s operating performance.  The Company reports FFO in
addition to its net income applicable to common stockholders and net cash
provided by operating activities.  Management has adopted the
definition suggested by The National Association of Real Estate Investment
Trusts (“NAREIT”) and defines FFO to mean net income (computed in accordance
with generally accepted accounting principles (“GAAP”)) excluding gains or
losses from sales of property, plus real estate-related depreciation and
amortization and after adjustments for unconsolidated joint
ventures.





Management
considers FFO a meaningful, additional measure of operating performance because
it primarily excludes the assumption that the value of its real estate assets
diminishes predictably over time and industry analysts have accepted it as a
performance measure.  FFO is presented to assist investors in
analyzing the performance of the Company.  It is helpful as it
excludes various items included in net income that are not indicative of the
Company’s operating performance, such as gains (or losses) from sales of
property and deprecation and amortization.


24


However,
FFO:





§
            does
      not represent cash flows from operating activities in accordance with GAAP
      (which, unlike FFO, generally reflects all cash effects of transactions
      and other events in the determination of net income);
  and





§
            should
      not be considered an alternative to net income as an indication of the
      Company’s performance.





FFO as
defined by us may not be comparable to similarly titled items reported by other
real estate investment trusts due to possible differences in the application of
the NAREIT definition used by such REITs.  The table below provides a
reconciliation of net income applicable to Common and Class A Common
Stockholders in accordance with GAAP to FFO for each of the three years in the
period ended October 31, 2008 (amounts in thousands).





Year Ended October 31,2008
            
            
            2007
            
            
            2006Net
      Income Applicable to Common and Class A Common
Stockholders
            
            $
            16,147
            
            
            $
            35,046
            
            
            $
            15,690Plus:  Real
      property depreciation
            
            
            10,966
            
            
            
            10,530
            
            
            
            9,981Amortization of tenant
      improvements and allowances
            
            
            2,822
            
            
            
            2,267
            
            
            
            2,450Amortization of deferred leasing
      costs
            
            
            509
            
            
            
            564
            
            
            
            557Depreciation and amortization on
      discontinued operations
            
            
            -
            
            
            
            40
            
            
            
            170Less:  Gains
      on sales of properties
            
            
            -
            
            
            
            (11,385
            )
            
            
            -Funds
      from Operations Applicable to Common and Class A Common
      Stockholders
            
            $
            30,444
            
            
            $
            37,062
            
            
            $
            28,848Net
      Cash Provided by (Used in):Operating
      Activities
            
            $
            44,997
            
            
            $
            49,307
            
            
            $
            35,429Investing
      Activities
            
            $
            (33,694
            )
            
            $
            (19,457
            )
            
            $
            (20,129
            )Financing
      Activities
            
            $
            (13,857
            )
            
            $
            (28,432
            )
            
            $
            (38,994
            )





FFO
amounted to $30.4 million in fiscal 2008 compared to $37.1 million in fiscal
2007, compared to $28.8 million in fiscal 2006.  The decrease in FFO
in fiscal 2008, when compared with fiscal 2007, is attributable, among other
things, to: a) the one-time receipt of a settlement of a lease guarantee
obligation in the second quarter of fiscal 2007 in the amount of $6 million, b)
an increase in general and administrative expenses, c) an increase in preferred
stock dividends in fiscal 2008 as a result of the Company’s $60 million
preferred stock sale in March 2008, d) the one-time expense of offering costs,
which were deferred by the Company, on the redemption of the Company’s Series B
Preferred Stock in the second quarter of fiscal 2008 and e) a decrease in other
income; offset by f) an increase in operating income as a result of property
acquisitions in fiscal 2007 and 2008 and g) a decrease in interest expense
principally from the mortgage refinancing of one of the Company’s properties at
a lower interest rate in October 2007.





The
increase in FFO in fiscal 2007 when compared with fiscal 2006 reflects an
increase in operating income from properties owned during the period and
property acquisitions in fiscal 2007 and fiscal 2006 and the receipt of $6
million from the settlement of a lease guarantee on a tenant space in The Dock
shopping center in Stratford, Connecticut.  See more detailed
explanations which follow.





25




Results
of Operations





Fiscal
2008 vs. Fiscal 2007





The
following information summarizes the Company’s results of operations for the
year ended October 31, 2008 and 2007 (amounts in thousands):





Year
      EndedOctober
      31,
            
            
            
            
            
            
            
            
            Change Attributable to:Revenues
            
            2008
            
            
            2007
            
            
            Increase
              (Decrease)
            
            
            %
              Change
            
            
            Property
              Acquisitions
            
            
            Properties
      Held In Both PeriodsBase
      rents
            
            $
            61,008
            
            
            $
            57,260
            
            
            $
            3,748
            
            
            
            6.5
            %
            
            $
            2,276
            
            
            $
            1,472Recoveries
      from tenants
            
            
            18,938
            
            
            
            17,660
            
            
            
            1,278
            
            
            
            7.2
            %
            
            
            620
            
            
            
            658Mortgage
      interest and other
            
            
            849
            
            
            
            845
            
            
            
            4
            
            
            
            0.5
            %
            
            
            2
            
            
            
            2Operating
      ExpensesProperty
      operating
            
            
            12,937
            
            
            
            12,109
            
            
            
            828
            
            
            
            6.8
            %
            
            
            747
            
            
            
            81Property
      taxes
            
            
            12,059
            
            
            
            10,926
            
            
            
            1,133
            
            
            
            10.4
            %
            
            
            455
            
            
            
            678Depreciation
      and amortization
            
            
            14,374
            
            
            
            13,442
            
            
            
            932
            
            
            
            6.9
            %
            
            
            656
            
            
            
            276General
      and administrative
            
            
            5,853
            
            
            
            4,979
            
            
            
            874
            
            
            
            17.6
            %
            
            
            n/a
            
            
            
            n/aNon-Operating
      Income/ExpenseInterest
      expense
            
            
            7,012
            
            
            
            7,773
            
            
            
            (761
            )
            
            
            (9.8
            %)
            
            
            441
            
            
            
            (1,202
            )Interest,
      dividends, and other investment income
            
            
            318
            
            
            
            501
            
            
            
            (183
            )
            
            
            (36.7
            %)
            
            
            n/a
            
            
            
            n/a





Revenues


Base
rents increased by 6.5% to $61.0 million in fiscal 2008 as compared with $57.3
million in the comparable period of 2007.  The increase in base
rentals during each period was attributable to:





Property
Acquisitions:





In fiscal
2008, the Company purchased or acquired interests in five properties totaling
205,500 square feet of GLA (compared to two retail properties totaling 102,100
square feet of GLA acquired in fiscal 2007).  These properties
accounted for all of the revenue and expense changes attributable to property
acquisitions during the fiscal year ended 2008.





Properties Held in Both
Periods:





The
increase in base rents for properties held in both periods during the fiscal
year ended October 31, 2008 compared to the same periods in fiscal 2007 reflects
an increase in rental rates for in-place leases and new leases entered into over
the periods offset by an increase in vacancies occurring during fiscal 2007 and
fiscal 2008 at several of the Company’s core properties.  During
fiscal 2008, the Company leased or renewed approximately 303,000 square feet (or
approximately 8.0% of total property leasable area) at an approximate rental
rate increase of 11%.  At October 31, 2008, the Company’s core
properties were approximately 94% leased.  The overall core property
occupancy rate decreased from 95.4% at October 31, 2007 to 92.7% at October 31,
2008.





For the
fiscal year ended 2008, recoveries from tenants for properties owned in both
periods (which represents reimbursements from tenants for operating expenses and
property taxes) increased by $658,000 when compared to the same period in fiscal
2007.  The increase was a result of an increase in property tax
expense recoverable from tenants for the period when compared to the
corresponding period of the prior year caused by an approximate 6.3% increase in
property tax expense in properties held in both periods.  Recoveries
from tenants for common area maintenance were relatively unchanged in fiscal
2008 when compared with fiscal 2007.





The
Company’s single largest real estate investment is the Ridgeway Shopping Center
located in Stamford, Connecticut (which is owned by a consolidated joint venture
in which the Company has a 90% controlling interest).  Ridgeway’s
revenues represented approximately $12.0 million or 15% of total revenues in
fiscal 2008 compared to $11.0 million or 14.0% of total revenues in fiscal
2007.  At October 31, 2008, the property was approximately 99% leased.
No other property in the Company’s portfolio comprised more than 10% of the
Company’s consolidated revenues in fiscal 2008.





26


Operating
Expenses





Operating
expense increases were a result of property acquisitions as discussed above and
properties held in both periods as more fully discussed below:





Property
operating expenses for properties held in both periods were relatively unchanged
in the fiscal year ended October 31, 2008 when compared to fiscal
2007.





Property
taxes for properties held in both periods increased by $678,000 or 6.3% in
fiscal 2008 from higher real estate tax assessment rates at some of the
Company’s properties.





Depreciation
and amortization expense increased as a result of depreciation on the two
properties acquired in fiscal 2007 and the five properties purchased in fiscal
2008.





General
and administrative expenses increased by $874,000 in fiscal 2008 compared fiscal
2007 primarily due to an increase in employee compensation costs, professional
fees of $276,000 and employment placement fees of $79,000.





Non-Operating
Income/Expense





Interest,
dividends and other investment income decreased by $183,000 in fiscal 2008
compared to fiscal 2007.  This decrease is a result of the use of
available cash in 2008 primarily for property acquisitions as well as the
repurchase of Class A Common Stock under the Company’s share repurchase
program.





Interest
expense decreased $761,000 in fiscal 2008 when compared to fiscal 2007 as a
result of scheduled principal payments on mortgage notes, the refinancing of an
approximately $53 million mortgage at the Company’s Ridgeway property at a lower
rate of interest in the fourth quarter of fiscal 2007 and the repayment of
mortgage notes of $5.7 million during 2007.





Fiscal
2007 vs. Fiscal 2006





Year
      EndedOctober
      31,
            
            
            
            
            
            
            
            
            Change Attributable to:Revenues
            
            2007
            
            
            2006
            
            
            Increase
              (Decrease)
            
            
            %
              Change
            
            
            Property
              Acquisitions
            
            
            Properties
      Held In Both PeriodsBase
      rents
            
            $
            57,260
            
            
            $
            54,862
            
            
            $
            2,398
            
            
            
            4.4
            %
            
            $
            1,216
            
            
            $
            1,182Recoveries
      from tenants
            
            
            17,660
            
            
            
            16,957
            
            
            
            703
            
            
            
            4.1
            %
            
            
            483
            
            
            
            220Mortgage
      interest and other
            
            
            845
            
            
            
            408
            
            
            
            437
            
            
            
            107.1
            %
            
            
            11
            
            
            
            426Operating
      ExpensesProperty
      operating
            
            
            12,109
            
            
            
            11,666
            
            
            
            443
            
            
            
            3.8
            %
            
            
            253
            
            
            
            190Property
      taxes
            
            
            10,926
            
            
            
            10,262
            
            
            
            664
            
            
            
            6.5
            %
            
            
            270
            
            
            
            394Depreciation
      and amortization
            
            
            13,442
            
            
            
            13,073
            
            
            
            369
            
            
            
            2.8
            %
            
            
            407
            
            
            
            (38
            )General
      and administrative
            
            
            4,979
            
            
            
            4,981
            
            
            
            (2
            )
            
            
            -
            
            
            
            n/a
            
            
            
            n/aNon-Operating
      Income/ExpenseInterest
      expense
            
            
            7,773
            
            
            
            8,287
            
            
            
            (514
            )
            
            
            (6.2
            %)
            
            
            -
            
            
            
            (514
            )Interest,
      dividends, and other investment income
            
            
            501
            
            
            
            950
            
            
            
            (449
            )
            
            
            (47.3
            %)
            
            
            n/a
            
            
            
            n/a





Revenues


Base
rents increased by 4.4% to $57.3 million in fiscal 2007 as compared with $54.9
million in the comparable period of 2006.  The increase in base
rentals was attributable to the property acquisitions and properties held in
both periods as discussed below.





Property
Acquisitions:





In fiscal
2007, the Company acquired two properties totaling 102,100 square feet of GLA
(compared with three properties totaling 50,000 square feet of GLA in Fiscal
2006).  These properties accounted for all of the revenue, operating
expense, property tax, and depreciation and amortization changes attributable to
property acquisitions during the fiscal year ended 2007.





27


Properties Held in Both
Periods:





The
increase in base rents for properties held during the fiscal year ended October
31, 2007 reflects an increase in rental rates for in-place leases over the
period.  In fiscal 2007, the Company leased or renewed approximately
553,000 square feet (or approximately 15% of total property leasable
area).  At October 31, 2007, the Company’s core properties were
approximately 96% leased.  Overall core property occupancy rates
increased from 93.3% at October 31, 2006 to 95.4% at October 31,
2007.





For the
fiscal year ended 2007, recoveries from tenants for properties owned in both
periods (which represents reimbursements from tenants for operating expenses and
property taxes) increased by $220,000 compared to the same period in fiscal
2006.  This increase was a result of an increase in real estate tax
recoveries caused by an approximate 4.0% increase in property tax expense in
properties held in both periods and higher property tax recovery rates at
certain properties.  Recoveries from tenants for common area
maintenance was unchanged in fiscal 2007 when compared with fiscal
2006.





During
fiscal 2007, the Company executed a settlement agreement with the corporate
guarantor of a former tenant’s lease obligations whereby the guarantor was
released from its obligations to the Company in exchange for a payment of $6
million.  The payment and release of guaranty were subject to certain
conditions contained in the agreement.  The conditions were satisfied
on April 15, 2007 and the payment was recorded as income from a settlement of
lease guaranty obligation in the fiscal year ended October
31,  2007.





Operating
Expenses





Operating
expense increases were a result of property acquisitions as discussed above and
properties held in both periods as more fully discussed below:





Property
operating expenses for properties held in both periods increased $190,000 in the
fiscal year ended October 31, 2007 primarily as a result of increased utility
costs and repairs to utility systems, landscaping at some of the Company’s
properties, and parking area maintenance expenses.





Property
taxes for properties held in both periods increased by $394,000 or 4.0% in
fiscal 2007 from higher real estate tax assessment rates at the Company’s
properties.





There was
relatively no change in depreciation and amortization for properties held in
both periods for the fiscal year ended October 31, 2007 when compared to fiscal
2006.





General
and administrative expenses were unchanged for the fiscal year ended October 31,
2007.





Non-Operating
Income/Expense





Interest,
dividends and other investment income decreased by $449,000 in the fiscal period
ended October 31, 2007.  The decrease in this component of income
reflects the use of available cash in 2006 that was invested in highly liquid
securities for the purchase of properties during fiscal 2006 and
2007.





Interest
expense decreased by $514,000 in fiscal 2007 from scheduled principal payments
on mortgage notes, the repayments of mortgage notes of $5,700,000 and $4,975,000
during fiscal 2007 and 2006, respectively, and a decrease in credit line
facility fees after the termination of the Company’s unsecured revolving bank
credit line in June 2006.





Discontinued
Operations





In fiscal
2007, the Company sold its Tempe, Arizona property for a sale price of $13.2
million.  Accordingly, the operating results for this property were
classified as discontinued operations in the accompanying consolidated
statements of income for the year ended October 31, 2007 and 2006.  In
connection with the sale of the property, the Company recorded a gain on sale of
approximately $11.4 million in fiscal 2007.





Revenues
from discontinued operations were $320,000 and $747,000 for the years ended
October 31, 2007 and 2006, respectively.





Inflation


The
Company’s long-term leases contain provisions to mitigate the adverse impact of
inflation on its operating results. Such provisions include clauses entitling
the Company to receive (a) scheduled base rent increases and (b) percentage
rents based upon tenants’ gross sales, which generally increase as prices rise.
In addition, many of the Company’s non-anchor leases are for terms of less than
ten years, which permits the Company to seek increases in rents upon renewal at
then current market rates if rents provided in the expiring leases are below
then existing market rates. Most of the Company’s leases require tenants to pay
a share of operating expenses, including common area maintenance, real estate
taxes, insurance and utilities, thereby reducing the Company’s exposure to
increases in costs and operating expenses resulting from inflation.





28


Environmental
Matters


Based
upon management’s ongoing review of its properties, management is not aware of
any environmental condition with respect to any of the Company’s properties that
would be reasonably likely to have a material adverse effect on the Company.
There can be no assurance, however, that (a) the discovery of environmental
conditions, which were previously unknown, (b) changes in law, (c) the conduct
of tenants or (d) activities relating to properties in the vicinity of the
Company’s properties, will not expose the Company to material liability in the
future. Changes in laws increasing the potential liability for environmental
conditions existing on properties or increasing the restrictions on discharges
or other conditions may result in significant unanticipated expenditures or may
otherwise adversely affect the operations of the Company’s tenants, which could
adversely affect the Company’s financial condition and results of
operations.





Item
7A.     Quantitative and Qualitative Disclosures about
Market Risk





The
Company is exposed to interest rate risk primarily through its borrowing
activities.  There is inherent rollover risk for borrowings as they
mature and are renewed at current market rates.  The extent of this
risk is not quantifiable or predictable because of the variability of future
interest rates and the Company’s future financing requirements.





The
following table sets forth the Company’s long term debt obligations by principal
cash payments and maturity dates, weighted average fixed interest rates and
estimated fair value at October 31, 2008 (amounts in thousands, except weighted
average interest rate):




For the years ended October
    31,2009
            
            
            2010
            
            
            2011
            
            
            2012
            
            
            2013
            
            
            Thereafter
            
            
            Total
            
            
            Estimated
      Fair ValueMortgage
      notes payable
            
            $
            17,182
            
            
            $
            6,607
            
            
            $
            13,291
            
            
            $
            5,154
            
            
            $
            4,449
            
            
            $
            58,271
            
            
            $
            104,954
            
            
            $
            102,440Weighted
      average interest rate for debt maturing
            
            
            6.866
            %
            
            
            7.780
            %
            
            
            7.250
            %
            
            
            6.578
            %
            
            
            6.25
            %
            
            
            5.671
            %








During
the year ended October 31, 2008, the weighted average interest rate on variable
rate debt outstanding during the period was approximately 5.5%.  A
hypothetical increase of 1% in interest rates would have had an immaterial
effect on the Company’s interest expense.  At October 31, 2008, the
Company had $13.0 million in outstanding variable rate debt.





The
Company believes that its weighted average fixed interest rate of 6.1% on its
debt is not materially different from current market interest rates for debt
instruments with similar risks and maturities.





The
Company has not planned, and does not plan, to enter into any derivative
financial instruments for trading or speculative purposes.





Item
8.        Financial Statements and
Supplementary Data.





The
consolidated financial statements required by this Item, together with the
reports of the Company's independent registered public accounting firm thereon
and the supplementary financial information required by this Item are included
under Item 15 of this Annual Report.





Item
9.        Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure.





There
were no changes in, nor any disagreements with, the Company’s independent
registered public accounting firm on accounting principles and practices or
financial disclosure, during the years ended October 31, 2008 and
2007.





Item
9A.     Controls and Procedures.





At the
end of the period covered by this report, the Company carried out an evaluation,
under the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and Chief Financial Officer, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures pursuant to Exchange Act Rule
13a-15(e).  Based upon that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective. During the fourth quarter of 2008, there were no
changes in the Company's internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.





29








(a)  Management’s
Report on Internal Control over Financial Reporting





Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act of 1934.  The Company’s
internal control over financial reporting is a process designed by, or under the
supervision of, the Company’s Chief Executive Officer and Chief Financial
Officer and effected by the Company’s Board of Directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements in accordance
with generally accepted accounting principles.





The
Company’s internal control over financial reporting includes policies and
procedures that: relate to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of
assets of the Company; provide reasonable assurance of the recording of all
transactions necessary to permit the preparation of the Company’s consolidated
financial statements in accordance with generally accepted accounting principles
and the proper authorization of receipts and expenditures in accordance with
authorization of the Company’s management and directors; and provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company’s assets that could have a material effect on
the Company’s consolidated financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projection of any evaluation
of effectiveness to future periods is subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies and procedures may deteriorate.





Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of October 31, 2008. In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) in Internal Control – Integrated Framework.  Based
on its assessment, management determined that the Company’s internal control
over financial reporting was effective as of October 31, 2008.  The
Company’s independent registered public accounting firm, PKF, has issued an
attestation report regarding the Company’s internal control over financial
reporting, which report is included in (b) below.





30


(b)  Report
of Independent Registered Public Accounting Firm




The Board
of Directors and Stockholders of Urstadt Biddle Properties Inc.




We have
audited Urstadt Biddle Properties Inc.’s internal control over financial
reporting as of October 31, 2008, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (the “COSO criteria”). Urstadt Biddle Properties
Inc.’s management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Management’s
Report on Internal Control Over Financial Reporting. Our responsibility is to
express an opinion on the Company’s internal control over financial reporting
based on our audit.




We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing
and evaluating the design and operating effectiveness of internal control based
on the assessed risk and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.




A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles; (3) that receipts and expenditures of
the company are being made only in accordance with authorizations of management
and directors of the company; and (4) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the
financial statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.




In our
opinion, Urstadt Biddle Properties Inc. maintained, in all material respects,
effective internal control over financial reporting as of October 31, 2008
based on the COSO criteria.




We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheet of Urstadt
Biddle Properties Inc. as of October 31, 2008 and 2007, and the related
consolidated statements of income, stockholders’ equity, and cash flows for each
of the three years then ended and our report dated January 9, 2009 expressed an
unqualified opinion thereon.










New
      York, New York
            /s/
      PKFJanuary
      9, 2009
            Certified
      Public AccountantsA
      Professional Corporation





31








Item
9B.     Other Information.








Not
applicable.





PART III





Item
10.     Directors, Executive Officers and Corporate
Governance.





The
Company will file its definitive Proxy Statement for its Annual Meeting of
Stockholders to be held on March 5, 2009 within the period required under the
applicable rules of the Securities and Exchange Commission.  The
additional information required by this Item is included under the captions
"ELECTION OF DIRECTORS" and “COMPENSATION AND TRANSACTIONS WITH MANAGEMENT AND
OTHERS” of such Proxy Statement and is incorporated herein by
reference.





Executive Officers of the
Registrant.





The
following sets forth certain information regarding the executive officers of the
Company:





Name
            Age
            Offices HeldCharles
      J. Urstadt
            80
            Chairman
      (since 1986) and Chief Executive Officer (since September 1989); Mr.
      Urstadt has been a Director since 1975.Willing
      L. Biddle
            47
            President
      and Chief Operating Officer (since December 1996); Executive Vice
      President (March 1996 to December 1996); Senior Vice President –
      Management  (June 1995 to March 1996); Vice President – Retail
      (April 1993 to June 1995); Mr. Biddle has been a director since
      1997.John
      T. Hayes
            42
            Senior
      Vice President, Treasurer and Chief Financial Officer (since July 2008);
      Vice President and Controller (March 2007 to June
2008).Thomas
      D. Myers
            57
            Senior
      Vice President, Secretary and Chief Legal Officer (since August 2008);
      Senior Vice President (since 2003); Secretary (since 2000); Co-Counsel
      (2007-2008) Vice President (1995-2003); Associate Counsel
      (1995-2007).





The
Directors elect officers of the Company annually.





The
Company has adopted a code of ethics that applies to the chief executive officer
and senior financial officers. In the event of any amendment to, or waiver from,
the code of ethics, the Company will promptly disclose the amendment or waiver
as required by law or regulation of the SEC on Form 8-K.





Item
11.     Executive Compensation.





The
Company will file its definitive Proxy Statement for its Annual Meeting of
Stockholders to be held on March 5, 2009 within the period required under the
applicable rules of the Securities and Exchange Commission.  The
information required by this Item is included under the caption "ELECTION OF
DIRECTORS” and “COMPENSATION AND TRANSACTIONS WITH MANAGEMENT AND OTHERS” of
such Proxy Statement and is incorporated herein by reference.





32








Item
12.     Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.





The
Company will file its definitive Proxy Statement for its Annual Meeting of
Stockholders to be held on March 5, 2009 within the period required under the
applicable rules of the Securities and Exchange Commission.  The
information required by this Item is included under the caption “ELECTION OF
DIRECTORS - Security Ownership of Certain Beneficial Owners and Management” and
“COMPENSATION AND TRANSACTIONS WITH MANAGEMENT AND OTHERS - Equity Compensation
Plan Information” of such Proxy Statement and is incorporated herein by
reference.





Item
13.     Certain Relationships and Related Transactions and
Director Independence.





The
Company will file its definitive Proxy Statement for its Annual Meeting of
Stockholders to be held on March 5, 2009 within the period required under the
applicable rules of the Securities and Exchange Commission.  The
information required by this Item is included under the caption “ELECTION OF
DIRECTORS” and “COMPENSATION AND TRANSACTIONS WITH MANAGEMENT AND OTHERS” of
such Proxy Statement and is incorporated herein by reference.





Item
14.     Principal Accountant Fees and Services.





The
Company will file its definitive Proxy Statement for its Annual meeting of
Stockholders to be held on March 5, 2009 within the period required under the
applicable rules of the Securities and Exchange Commission.  The
information required by this Item is included under the caption “FEES BILLED BY
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” of such Proxy Statement and is
incorporated herein by reference.











33








PART IV





Item
      15.                      Exhibits
      and Financial Statement SchedulesA.
            Index
      to Financial Statements and Financial Statement
  Schedules1.
      Financial StatementsThe
      consolidated financial statements listed in the accompanying index to
      financial statements on Page 38 are filed as part of this Annual
      Report.2.  Financial
      Statement Schedules --The
      financial statement schedules required by this Item are filed with this
      report and are listed in the accompanying index to financial statements on
      Page 38.  All other financial statement schedules are not
      applicable.B.
            Exhibits.Listed
      below are all Exhibits filed as part of this report.  Certain
      Exhibits are incorporated by reference to documents previously filed by
      the Company with the SEC pursuant to Rule 12b-32 under the Securities
      Exchange Act of 1934, as amended.Exhibit(3).
            Articles of Incorporation and
      Bylaws3.1
            (a) Amended
      Articles of Incorporation of the Company (incorporated by reference to
      Exhibit 3.1 to Amendment No. 1 to Company’s Statement on Form S-4/A filed
      January 23, 1997 (SEC File No. 333-19113)).(b)
      Articles Supplementary of the Company (incorporated by reference to Annex
      A of Exhibit 4.1 of the Company’s Current Report on Form 8-K dated August
      3, 1998 (SEC File No. 001-12803)).(c)
      Articles Supplementary of the Company (incorporated by reference to
      Exhibit 4.1 of the Company’s Current Report on Form 8-K dated January 8,
      1998 (SEC File No. 001-12803)).(d)
      Articles Supplementary of the Company (incorporated by reference to
      Exhibit 4.2 of the Company’s Registration Statement on Form S-3 filed on
      August 8, 2003 (SEC File No. 333-107803)).(e)  Articles
      Supplementary of the Company (incorporated by reference to Exhibit 4.1 of
      the Company’s Current Report on Form 8-K dated April 11, 2005 (SEC File
      No. 001-12803)).(f)  Certificate
      of Correction to the Articles Supplementary of the Company (incorporated
      by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K
      dated May 3, 2005 (SEC File No. 001-12803)).(g)  Articles
      Supplementary of the Company (incorporated by reference to Exhibit 4.1 of
      the Company’s Current Report on Form 8-K dated June 7, 2005 (SEC File No.
      001-12803)).(h)  Articles
      Supplementary of the Company (incorporated by reference to Exhibit 3.1 of
      the Company’s Quarterly Report on Form 10-Q dated June 6, 2008 (SEC File
      No. 001-12803)).3.2
            Bylaws
      of the Company, Amended and Restated as of December 12, 2007 (incorporated
      by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K
      dated December 18, 2007 (SEC File No.
  001-12803).


34





(4)
            Instruments Defining the Rights of Security
      Holders, Including Indentures.4.1
            Common
      Stock:  See Exhibits 3.1 (a)-(h) hereto.4.2
            Series
      B Preferred Shares:  See Exhibits 3.1
      (a)-(h) hereto.4.3
            Series
      C Preferred Shares: See Exhibits 3.1 (a)-(h) and 10.7
      hereto.4.4
            Series
      D Preferred Shares:  See Exhibits 3.1
(a)-(h).4.5
            Series
      E Preferred Shares:  See Exhibits 3.1 (a)-(h) and 10.18
      hereto.4.6
            Series
      A Preferred Share Purchase Rights:  See Exhibits 3.1 (a)-(h) and
      10.20 hereto.





35








(10)
            Material Contracts.10.1
            Form
      of Indemnification Agreement entered into between the Company and each of
      its Directors and for future use with Directors and officers of the
      Company (incorporated herein by reference to Exhibit 10.1 of the Company’s
      Annual Report on Form 10-K for the year ended October 31, 1989 (SEC File
      No. 001-12803)). 110.2
            Form
      of Supplemental Agreement with Stock Option Plan Participants
      (non-statutory options) (incorporated by reference to Exhibit 10.6.2 of
      the Company’s Annual Report on Form 10-K for the year ended October 31,
      1998 (SEC File No. 001-12803)). 110.3
            Amended
      and Restated Dividend Reinvestment and Share Purchase Plan (incorporated
      herein by reference to the Company’s Registration Statement on Form S-3
      (SEC File No. 333-64381).10.4
            Excess
      Benefit and Deferred Compensation Plan (incorporated by reference to
      Exhibit 10.10 of the Company’s Annual Report on Form 10-K for the year
      ended October 31, 1998 (SEC File No. 001-12803)). 110.5
            Purchase
      and Sale Agreement, dated September 9, 1998, by and between Goodwives
      Center Limited Partnership, as seller, and UB Darien, Inc., a wholly owned
      subsidiary of the Company, as purchaser (incorporated by reference to
      Exhibit 10 of the Company’s Current Report on Form 8-K dated September 23,
      1998 (SEC File No. 001-12803)).10.6
            Amended
      and Restated Stock Option Plan adopted June 28, 2000 (incorporated by
      reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K for
      the year ended October 31, 2000 (SEC File No. 001-12803)).110.7
            Registration
      Rights Agreement dated as of May 29, 2003 by and between the Company and
      Ferris, Baker Watts, Incorporated (incorporated by reference to Exhibit
      4.1 of the Company’s Registration Statement on Form S-3 (SEC File No.
      333-107803)).10.8
            Amended
      and Restated Restricted Stock Award Plan as approved by the Company’s
      stockholders on March 10, 2004 (incorporated by reference to Exhibit 10.24
      of the Company’s Annual Report on Form 10-K for the year ended October 31,
      2004 (SEC File No. 001-12803)).110.8.1
            Forms
      of Restricted Stock Award Agreement with Restricted Stock Plan
      Participants (Non-EmployeeDirectors, Employee Directors and Employees),
      effective as of November 1, 2006 (incorporated by reference to Exhibits
      10.24.1, 10.24.2 and 10.24.3 of the Company’s Annual Report on Form 10-K
      for the year ended October 31, 2006) 110.9
            Purchase
      and Sale Agreement between UB Railside, LLC and The Dock, Incorporated
      (incorporated by reference to Exhibit 10.1 of the Company’s Current Report
      on Form 8-K/A dated March 11, 2005 (SEC File No.
    001-12803)).10.10
            Purchase
      and Sale Agreement between UB Dockside, LLC and The Dock, Incorporated
      (incorporated by reference to Exhibit 10.2 of the Company’s Current Report
      on Form 8-K/A dated March 11, 2005 (SEC File No.
    001-12803)).10.11
            Form
      of Amended and Restated Change of Control Agreements dated as of December
      19, 2007 between the Company and Charles J. Urstadt, Willing L. Biddle,
      James R. Moore, Raymond P. Argila and Thomas D. Myers (incorporated by
      reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K
      dated December 26, 2007).110.12
            Form
      of Restricted Stock Award Agreement with Restricted Stock Plan
      Participants (Employees) effective as of November 7, 2007 (incorporated by
      reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K for
      the year ended October 31, 2007 (SEC File No.
  001-12803)).110.13
            Form
      of Restricted Stock Award Agreement with Restricted Stock Plan
      Participants (Non-Employee Directors) effective as of November 7, 2007
      (incorporated by reference to Exhibit 10.19 of the Company’s Annual Report
      on Form 10-K for the year ended October 31, 2007 (SEC File No.
      001-12803)).110.14
            Form
      of Restricted Stock Award Agreement with Restricted Stock Plan
      Participants (Employee Directors) effective as of November 7, 2007
      (incorporated by reference to Exhibit 10.20 of the Company’s Annual Report
      on Form 10-K for the year ended October 31, 2007 (SEC File No.
      001-12803)).1


36





10.15
            Form
      of Restricted Stock Award Agreement with Restricted Stock Plan
      Participants (Employee Directors – Alternative Version) effective as of
      November 7, 2007 (incorporated by reference to Exhibit 10.21 of the
      Company’s Annual Report on Form 10-K for the year ended October 31, 2007
      (SEC File No. 001-12803)).110.16
            Unsecured
      Credit Agreement dated February 11, 2008 among the Company, lenders
      thereto (The Bank of New York and Wells Fargo Bank, N.A.) and The Bank of
      New York as Administrative Agent (incorporated by reference to Exhibit
      10.1 of the Company’s Quarterly Report on Form 10-Q dated March 7, 2008
      (SEC File No. 001-12803)).10.17
            Investment
      Agreement between the Company and WFC Holdings Corporation dated March 13,
      2008 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly
      Report on Form 10-Q dated June 6, 2008 (SEC File No.
      001-12803)).10.18
            Registration
      Rights Agreement between the Company and WFC Holdings Corporation dated
      March 13, 2008 (incorporated by reference to Exhibit 10.2 of the Company’s
      Quarterly Report on Form 10-Q dated June 6, 2008 (SEC File No.
      001-12803)).10.19
            Consulting
      Agreement dated April 11, 2008 between the Company and James R. Moore
      (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly
      Report on Form 10-Q dated June 6, 2008 (SEC File No. 001-12803)).
      110.20
            Rights
      Agreement between the Company and The Bank of New York, as Rights Agent,
      dated as of July 18, 2008 (incorporated by reference to Exhibit 4.1 of the
      Company’s Current Report on Form 8-K dated July 24, 2008 (SEC File No.
      001-12803)).10.21
            Severance
      Agreement dated June 5, 2008 between the Company and Raymond P. Argila
      (incorporated by reference to Exhibit 99.1 of the Company’s Current Report
      on Form 8-K dated September 5, 2008 (SEC File No. 001-12803)).
      110.22
            Form
      of Restricted Stock Award Agreement with Restricted Stock Plan
      Participants (Non-Director Employees) effective as of December 10, 2008.
      110.23
            Amended
      and Restated Excess Benefit and Deferred Compensation Plan dated December
      10, 2008 (incorporated by reference to Exhibit 99.1 of the Company’s
      Current Report on Form 8-K dated December 15, 2008 (SEC File No.
      001-12803)). 110.24
            Change
      of Control Agreement dated December 16, 2008 between the Company and John
      T. Hayes (incorporated by reference to Exhibit 99.1 of the Company’s
      Current Report on Form 8-K dated December 17, 2008 (SEC File No.
      001-12803)). 11
      Management contract, compensatory plan or arrangement.(14)
            Code
      of Ethics for Chief Executive Officer and Senior Financial Officers
      (incorporated by reference to Exhibit 14 of the Company’s Annual Report on
      Form 10-K for the year ended October 31, 2003 (SEC File No.
      001-12803)).(21)
            List
      of Company's subsidiaries(23)
            Consent
      of PKF, Certified Public Accountants, A Professional
      Corporation(31.1)
            
            Certification
      pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
      amended, signed and dated by Charles J. Urstadt.(31.2)
            
            Certification
      pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
      amended, signed and dated by John T. Hayes.(32)
            
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to section 906 of
      the Sarbanes-Oxley Act of 2002, signed and dated by Charles J. Urstadt and
      John T. Hayes.





37








URSTADT
      BIDDLE PROPERTIES INC.Item 15A.
            INDEX TO FINANCIAL STATEMENTS
      AND
              FINANCIAL STATEMENT
    SCHEDULES
            PageConsolidated
      Balance Sheets at October 31, 2008 and 2007
            39Consolidated
      Statements of Income for each of the three years in the period ended
      October 31, 2008
            40Consolidated
      Statements of Cash Flows for each of the three years in the period ended
      October 31, 2008
            41Consolidated
      Statements of Stockholders' Equity for each of the three years in the
      period ended October 31, 2008
            42Notes
      to Consolidated Financial Statements
            43Report
      of Independent Registered Public Accounting Firm
            55SchedulesIII
            Real
      Estate and Accumulated Depreciation - October 31, 2008
            56IV
            Mortgage
      Loans on Real Estate - October 31, 2008
            58All
      other schedules for which provision is made in the applicable accounting
      regulation of the Securities and Exchange Commission are not required
      under the related instructions or are inapplicable and therefore have been
      omitted.





38








URSTADT
BIDDLE PROPERTIES INC.


CONSOLIDATED
BALANCE SHEETS


(In
thousands, except share data)





October 31,ASSETS
            
            2008
            
            
            2007Real
      Estate Investments:Core properties – at
      cost
            
            $
            566,889
            
            
            $
            521,476Non-core properties – at
      cost
            
            
            1,383
            
            
            
            1,383568,272
            
            
            
            522,859Less:  Accumulated
      depreciation
            
            
            (94,328
            )
            
            
            (85,555
            )473,944
            
            
            
            437,304Mortgage note
      receivable
            
            
            1,241
            
            
            
            1,305475,185
            
            
            
            438,609Cash
      and cash equivalents
            
            
            1,664
            
            
            
            4,218Restricted
      cash
            
            
            519
            
            
            
            589Marketable
      securities
            
            
            897
            
            
            
            1,740Tenant
      receivables
            
            
            17,782
            
            
            
            16,588Prepaid
      expenses and other assets
            
            
            5,603
            
            
            
            5,445Deferred
      charges, net of accumulated amortization
            
            
            4,467
            
            
            
            4,581Total Assets
            
            $
            506,117
            
            
            $
            471,770LIABILITIES
      AND STOCKHOLDERS’ EQUITYLiabilities:Unsecured revolving credit
      line
            
            $
            5,100
            
            
            $
            -Secured revolving credit
      line
            
            
            -
            
            
            
            12,200Mortgage notes
      payable
            
            
            104,954
            
            
            
            96,282Accounts payable and accrued
      expenses
            
            
            606
            
            
            
            3,970Deferred compensation –
      officers
            
            
            1,074
            
            
            
            1,191Other
    liabilities
            
            
            8,513
            
            
            
            7,438Total
    Liabilities
            
            
            120,247
            
            
            
            121,081Minority
      interests
            
            
            9,370
            
            
            
            3,739Redeemable
      Preferred Stock, par value $.01 per share; issued and outstanding
      2,800,000 and 550,000 shares
            
            
            96,203
            
            
            
            52,747Commitments
      and ContingenciesStockholders’
      Equity:7.5% Series D Senior Cumulative
      Preferred Stock (liquidation preference of $25 per share);
              2,450,000 shares issued and
      outstanding
            
            
            61,250
            
            
            
            61,250Excess Stock, par value $.01
      per share; 10,000,000 shares authorized;
              none issued and
      outstanding
            
            
            -
            
            
            
            -Common Stock, par value $.01
      per share; 30,000,000 shares authorized;7,990,120 and 7,773,618 shares
      issued and outstanding
            
            
            80
            
            
            
            77Class A Common Stock, par value
      $.01 per share; 40,000,000 shares authorized;18,208,118 and 18,836,778
      shares issued and outstanding
            
            
            183
            
            
            
            188Additional paid in
      capital
            
            
            258,235
            
            
            
            264,585Cumulative distributions in
      excess of net income
            
            
            (39,181
            )
            
            
            (31,077
            )Accumulated other comprehensive
      income (loss)
            
            
            (270
            )
            
            
            480Officer note
      receivable
            
            
            -
            
            
            
            (1,300
            )Total Stockholders’
      Equity
            
            
            280,297
            
            
            
            294,203Total Liabilities and
      Stockholders’ Equity
            
            $
            506,117
            
            
            $
            471,770


The accompanying notes to consolidated
financial statements are an integral part of these statements.


39





URSTADT
BIDDLE PROPERTIES INC.


CONSOLIDATED
STATEMENTS OF INCOME


(In
thousands, except per share data)


Year Ended October 31,2008
            
            
            2007
            
            
            2006RevenuesBase rents
            
            $
            61,008
            
            
            $
            57,260
            
            
            $
            54,862Recoveries from
      tenants
            
            
            18,938
            
            
            
            17,660
            
            
            
            16,957Settlement of lease guarantee
      obligation
            
            
            -
            
            
            
            6,000
            
            
            
            -Lease termination
      income
            
            
            61
            
            
            
            115
            
            
            
            75Mortgage interest and
      other
            
            
            849
            
            
            
            845
            
            
            
            408Total Revenues
            
            
            80,856
            
            
            
            81,880
            
            
            
            72,302Operating
      ExpensesProperty
    operating
            
            
            12,937
            
            
            
            12,109
            
            
            
            11,666Property taxes
            
            
            12,059
            
            
            
            10,926
            
            
            
            10,262Depreciation and
      amortization
            
            
            14,374
            
            
            
            13,442
            
            
            
            13,073General and
      administrative
            
            
            5,853
            
            
            
            4,979
            
            
            
            4,981Directors' fees and
      expenses
            
            
            256
            
            
            
            240
            
            
            
            250Total Operating
      Expenses
            
            
            45,479
            
            
            
            41,696
            
            
            
            40,232Operating
      Income
            
            
            35,377
            
            
            
            40,184
            
            
            
            32,070Non-Operating
      Income (Expense):Interest
expense
            
            
            (7,012
            )
            
            
            (7,773
            )
            
            
            (8,287
            )Interest, dividends and other
      investment income
            
            
            318
            
            
            
            501
            
            
            
            950Minority
      Interests
            
            
            (158
            )
            
            
            (161
            )
            
            
            (189
            )Income
      from Continuing Operations before Discontinued Operations
            
            
            28,525
            
            
            
            32,751
            
            
            
            24,544Discontinued
      Operations:Income from discontinued
      operations
            
            
            -
            
            
            
            252
            
            
            
            488Gains on sales of
      properties
            
            
            -
            
            
            
            11,385
            
            
            
            -Income
      from Discontinued Operations
            
            
            -
            
            
            
            11,637
            
            
            
            488Net
      Income
            
            
            28,525
            
            
            
            44,388
            
            
            
            25,032Preferred stock
      dividends
            
            
            (11,718
            )
            
            
            (9,342
            )
            
            
            (9,342
            )Redemption of Preferred
      Stock
            
            
            (660
            )
            
            
            -
            
            
            
            -Net
      Income Applicable to Common and Class A Common
Stockholders
            
            $
            16,147
            
            
            $
            35,046
            
            
            $
            15,690Basic
      Earnings Per Share:Per
      Common Share:Income from continuing
      operations
            
            $
            .60
            
            
            $
            .86
            
            
            $
            .56Income from discontinued
      operations
            
            $
            -
            
            
            $
            .43
            
            
            $
            .02Net Income Applicable to
      Common Stockholders
            
            $
            .60
            
            
            $
            1.29
            
            
            $
            .58Per
      Class A Common Share:Income from continuing
      operations
            
            $
            .66
            
            
            $
            .95
            
            
            $
            .63Income from discontinued
      operations
            
            $
            -
            
            
            $
            .47
            
            
            $
            .02Net Income Applicable to Class
      A Common Stockholders
            
            $
            .66
            
            
            $
            1.42
            
            
            $
            .65Diluted
      Earnings Per Share:Per
      Common Share:Income from continuing
      operations
            
            $
            .58
            
            
            $
            .83
            
            
            $
            .55Income from discontinued
      operations
            
            $
            -
            
            
            $
            .42
            
            
            $
            .02Net Income Applicable to Common
      Stockholders
            
            $
            .58
            
            
            $
            1.25
            
            
            $
            .57Per
      Class A Common Share:Income from continuing
      operations
            
            $
            .64
            
            
            $
            .93
            
            
            $
            .61Income from discontinued
      operations
            
            $
            -
            
            
            $
            .46
            
            
            $
            .02Net Income Applicable to Class
      A Common Stockholders
            
            $
            .64
            
            
            $
            1.39
            
            
            $
            .63Dividends
      Per Share:Common
            
            $
            .86
            
            
            $
            .83
            
            
            $
            .81Class A Common
            
            $
            .95
            
            
            $
            .92
            
            
            $
            .90





The
accompanying notes to consolidated financial statements are an integral part of
these statements.







40




URSTADT
BIDDLE PROPERTIES INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(In
thousands)





Year
      Ended October 31,2008
            
            
            2007
            
            
            2006Cash
      Flows from Operating Activities:Net
      income
            
            $
            28,525
            
            
            $
            44,388
            
            
            $
            25,032Adjustments
      to reconcile net income to net cash providedby operating
      activities:Depreciation and amortization
      from continuing operations
            
            
            14,374
            
            
            
            13,442
            
            
            
            13,073Depreciation and amortization
      from discontinued operations
            
            
            -
            
            
            
            40
            
            
            
            170Straight-line rent
      adjustments
            
            
            (738
            )
            
            
            (889
            )
            
            
            (1,227
            )Provisions for tenant credit
      losses
            
            
            749
            
            
            
            539
            
            
            
            200Restricted stock compensation
      expense
            
            
            1,713
            
            
            
            2,071
            
            
            
            2,007Change in value of deferred
      compensation arrangement
            
            
            (116
            )
            
            
            (9
            )
            
            
            71Gains on sale of
      properties
            
            
            -
            
            
            
            (11,385
            )
            
            
            -Gain on repayment of mortgage
      note receivable
            
            
            -
            
            
            
            -
            
            
            
            (102
            )Minority
    interests
            
            
            158
            
            
            
            161
            
            
            
            189Changes in operating assets and
      liabilities:Tenant
    receivables
            
            
            (1,204
            )
            
            
            896
            
            
            
            (1,707
            )Accounts payable and accrued
      expenses
            
            
            (187
            )
            
            
            (1,170
            )
            
            
            (2,391
            )Other assets and other
      liabilities, net
            
            
            1,654
            
            
            
            1,223
            
            
            
            116Restricted cash
            
            
            69
            
            
            
            -
            
            
            
            (2
            )Net Cash Flow Provided by
      Operating Activities
            
            
            44,997
            
            
            
            49,307
            
            
            
            35,429Cash
      Flows from Investing Activities:Acquisitions of real estate
      investments
            
            
            (23,893
            )
            
            
            (21,314
            )
            
            
            (16,628
            )Acquisition of limited partner
      interests in consolidated joint venture
            
            
            -
            
            
            
            (2,849
            )
            
            
            -Deposit on acquisitions of real
      estate investment
            
            
            (1,100
            )
            
            
            (424
            )
            
            
            -Improvements to properties and
      deferred charges
            
            
            (8,691
            )
            
            
            (8,098
            )
            
            
            (5,251
            )Net proceeds from sales of
      properties
            
            
            -
            
            
            
            13,200
            
            
            
            -Distributions to limited
      partners of consolidated joint ventures
            
            
            (158
            )
            
            
            (161
            )
            
            
            (189
            )Payments received on mortgage
      notes receivable
            
            
            63
            
            
            
            56
            
            
            
            765Redemption of marketable
      securities – net
            
            
            85
            
            
            
            133
            
            
            
            561Refund of escrow
      funds
            
            
            -
            
            
            
            -
            
            
            
            613Net Cash Flow (Used in) Investing
      Activities
            
            
            (33,694
            )
            
            
            (19,457
            )
            
            
            (20,129
            )Cash
      Flows from Financing Activities:Net proceeds from issuance of
      Series E Preferred stock
            
            
            57,972
            
            
            
            -
            
            
            
            -Redemption of Series B
      Preferred Stock
            
            
            (15,000
            )
            
            
            -
            
            
            
            -Proceeds from revolving credit
      line borrowings
            
            
            18,100
            
            
            
            14,200
            
            
            
            3,000Repayments on revolving credit
      line borrowings
            
            
            (25,200
            )
            
            
            (2,000
            )
            
            
            (3,000
            )Sales of additional shares
      of  Common and Class A Common Stock
            
            
            943
            
            
            
            809
            
            
            
            876Principal repayments on
      mortgage notes payable
            
            
            (6,994
            )
            
            
            (8,059
            )
            
            
            (7,445
            )Repayment of officer note
      receivable
            
            
            1,300
            
            
            
            -
            
            
            
            -Dividends paid - Common and
      Class A Common Stock
            
            
            (24,251
            )
            
            
            (23,723
            )
            
            
            (23,083
            )Dividends paid - Preferred
      Stock
            
            
            (11,718
            )
            
            
            (9,342
            )
            
            
            (9,342
            )Repurchase of shares of Class
      A  Common Stock
            
            
            (9,009
            )
            
            
            (317
            )
            
            
            -Net Cash Flow (Used in) Financing
      Activities
            
            
            (13,857
            )
            
            
            (28,432
            )
            
            
            (38,994
            )Net
      Increase (Decrease) in Cash and Cash Equivalents
            
            
            (2,554
            )
            
            
            1,418
            
            
            
            (23,694
            )Cash
      and Cash Equivalents at Beginning of Year
            
            
            4,218
            
            
            
            2,800
            
            
            
            26,494Cash
      and Cash Equivalents at End of Year
            
            $
            1,664
            
            
            $
            4,218
            
            
            $
            2,800





The
accompanying notes to consolidated financial statements are an integral part of
these statements.


41


URSTADT
BIDDLE PROPERTIES INC.


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY


(Inthousands, except shares and per share data)


Additional
      Paid In Capital
              Cumulative
      Distributions In Excess of
                Net Income
              Accumulated
                Other
                Comprehensive
                Income
              Unamortized
                Restricted
      Stock
                Compensation
                and
      Officer Note
                Receivable
              Total
                Stockholders’
                Equity7.5%
      Series D
                Preferred Stock
              Common Stock
              Class A Common StockIssued
              Amount
              Issued
              Amount
              Issued
              AmountBalances
      – October 31, 2005
              2,450,000
              $61,250
              7,429,331
              $
      74
              18,705,800
              $187
              $267,365
              $(35,007)
              $499
              $(9,521)
              $284,847Reversal
      of unamortized stock compensation upon adoption of SFAS No.
      123R
              -
              -
              -
              -
              -
              -
              (8,221)
              -
              -
              8,221
              -Comprehensive
      Income:Net income applicable to
      Commonand Class A common
      stockholders
              -
              -
              -
              -
              -
              -
              -
              15,690
              -
              -
              15,690Change in unrealized gains in
      marketable securities
              -
              -
              -
              -
              -
              -
              -
              -
              119
              -
              119Total
      comprehensive income
              
              
              
              
              
              
              
              
              
              
              15,809Cash
      dividends paid :Common stock ($0.81 per
      share)
              -
              -
              -
              -
              -
              -
              -
              (6,168)
              -
              -
              (6,168)Class A common stock ($0.90 per
      share)
              -
              -
              -
              -
              -
              -
              -
              (16,915)
              -
              -
              (16,915)Issuance
      of shares under dividendreinvestment plan
              -
              -
              30,810
              -
              15,431
              -
              769
              -
              -
              -
              769Exercise
      of stock options
              -
              -
              9,500
              -
              4,500
              -
              107
              -
              -
              -
              107Shares
      issued under restricted stock plan
              -
              -
              165,800
              2
              79,050
              1
              (3)
              -
              -
              -
              -Restricted
      stock compensation
              -
              -
              -
              -
              -
              -
              2,007
              -
              -
              -
              2,007Balances
      – October 31, 2006
              2,450,000
              61,250
              7,635,441
              76
              18,804,781
              188
              262,024
              (42,400)
              618
              (1,300)
              280,456Comprehensive
      Income:Net income applicable to
      Commonand Class A common
      stockholders
              -
              -
              -
              -
              -
              -
              -
              35,046
              -
              -
              35,046Change in unrealized gains in
      marketable securities
              -
              -
              -
              -
              -
              -
              -
              -
              (138)
              -
              (138)Total
      comprehensive income
              
              
              
              
              
              
              
              
              
              
              34,908Cash
      dividends paid :Common stock ($0.83 per
      share)
              -
              -
              -
              -
              -
              -
              -
              (6,435)
              -
              -
              (6,435)Class A common stock ($0.92 per
      share)
              -
              -
              -
              -
              -
              -
              -
              (17,288)
              -
              -
              (17,288)Issuance
      of shares under dividendreinvestment plan
              -
              -
              32,377
              -
              12,444
              -
              790
              -
              -
              -
              790Exercise
      of stock options
              -
              -
              -
              -
              1,953
              -
              17
              -
              -
              -
              17Shares
      issued under restricted stock plan
              -
              -
              105,800
              1
              70,300
              -
              -
              -
              -
              -
              1Restricted
      stock compensation
              -
              -
              -
              -
              -
              -
              2,071
              -
              -
              -
              2,071Repurchases
      of Class A common stock
              -
              -
              -
              -
              (21,200)
              -
              (317)
              -
              -
              -
              (317)Forfeiture
      of restricted stock
              -
              -
              -
              -
              (31,500)
              -
              -
              -
              -
              -
              -Balances
      – October 31, 2007
              2,450,000
              61,250
              7,773,618
              77
              18,836,778
              188
              264,585
              (31,077)
              480
              (1,300)
              294,203Comprehensive
      Income:Net income applicable to
      Commonand Class A common
      stockholders
              -
              -
              -
              -
              -
              -
              -
              16,147
              -
              -
              16,147Change in unrealized gains in
      marketable securities
              -
              -
              -
              -
              -
              -
              -
              -
              (750)
              -
              (750)Total
      comprehensive income
              
              
              
              
              
              
              
              
              
              
              15,397Cash
      dividends paid :Common stock ($0.86 per
      share)
              -
              -
              -
              -
              -
              -
              -
              (6,848)
              -
              -
              (6,848)Class A common stock ($0.95 per
      share)
              -
              -
              -
              -
              -
              -
              -
              (17,403)
              -
              -
              (17,403)Issuance
      of shares under dividendreinvestment plan
              -
              -
              43,636
              1
              14,765
              -
              907
              -
              -
              -
              908Exercise
      of stock options
              -
              -
              1,966
              -
              1,953
              -
              36
              -
              -
              -
              36Shares
      issued under restricted stock plan
              -
              -
              170,900
              2
              59,900
              1
              (3)
              -
              -
              -
              -Restricted
      stock compensation
              -
              -
              -
              -
              -
              -
              1,713
              -
              -
              -
              1,713Repurchases
      of Class A common stock
              -
              -
              -
              -
              (623,278)
              (6)
              (9,003)
              -
              -
              -
              (9,009)Forfeiture
      of restricted stock
              -
              -
              -
              -
              (82,000)
              -
              -
              -
              -
              -
              -Repayment
      of officer note receivable
              -
              -
              -
              -
              -
              -
              -
              -
              -
              1,300
              1,300Balances
      – October 31, 2008
              2,450,000
              $61,250
              7,990,120
              $80
              18,208,118
              $183
              $258,235
              $(39,181)
              $(270)
              $-
              $280,297
 The
accompanying notes to consolidated financial statements are an integral part of
these statements.
 
 42
 URSTADT
BIDDLE PROPERTIES INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


October
31, 2008





(1)
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES





Business


Urstadt
Biddle Properties Inc. (“Company”), a real estate investment trust (“REIT”), is
engaged in the acquisition, ownership and management of commercial real estate,
primarily neighborhood and community shopping centers in the northeastern part
of the United States. The Company's major tenants include supermarket
chains and other retailers who sell basic necessities.  At October 31,
2008, the Company owned or had interests in 44 properties containing a total of
3.9 million square feet of gross leasable area (“GLA”).





Principles
of Consolidation and Use of Estimates


The
accompanying consolidated financial statements include the accounts of the
Company, its wholly owned subsidiaries, and joint ventures in which the Company
meets certain criteria of a sole general partner in accordance with Emerging
Issues Task Force (“EITF”) Issue 04-5, “Determining Whether a General Partner,
or the General Partners as a Group, Controls a Limited Partnership or Similar
Entity When the Limited Partners Have Certain Rights.”  The Company
has determined that such joint ventures should be consolidated into the
consolidated financial statements of the Company.  All significant
intercompany transactions and balances have been eliminated in
consolidation.





The
accompanying financial statements are prepared on the accrual basis in
accordance with accounting principles generally accepted in the United States
(“GAAP”).  The preparation of financial statements in conformity with
GAAP requires management to make estimates and assumptions that affect the
disclosure of contingent assets and liabilities, the reported amounts of assets
and liabilities at the date of the financial statements, and the reported
amounts of revenue and expenses during the periods covered by the financial
statements.  The most significant assumptions and estimates related to
the valuation of real estate, depreciable lives, revenue recognition and the
collectibility of tenant and notes receivable.  Actual results could
differ from these estimates.





Federal
Income Taxes


The
Company has elected to be treated as a REIT under Sections 856-860 of the
Internal Revenue Code (“Code”).  Under those sections, a REIT that,
among other things, distributes at least 90% of real estate trust taxable income
and meets certain other qualifications prescribed by the Code will not be taxed
on that portion of its taxable income that is distributed.  The
Company believes it qualifies as a REIT and has distributed all of its taxable
income for the fiscal years through 2008 in accordance with the provisions of
the Code.  Accordingly, no provision has been made for federal income
taxes in the accompanying consolidated financial statements.





In June
2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes – an interpretation of SFAS No. 109” (“FIN 48”), that defines a
recognition threshold and measurement attributable for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return.  FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure, and transition.  The Company adopted FIN 48 as of November
1, 2007.  Based on its evaluation, the Company determined that it has
no uncertain tax positions and no unrecognized tax benefits as of the adoption
date or as of October 31, 2008.  As such, the adoption of FIN 48 did
not have any effect on the Company’s financial condition or results of
operations.  The Company records interest and penalties relating to
unrecognized tax benefits, if any, as interest expense.  As of October
31, 2008, the tax years 2004 through and including 2008 remain open to
examination by the Internal Revenue Service.  There are currently no
federal tax examinations in progress.





Real
Estate Investments


All
capitalizable costs related to the improvement or replacement of real estate
properties are capitalized. Additions, renovations and improvements that
enhance and/or extend the useful life of a property are also capitalized.
Expenditures for ordinary maintenance, repairs and improvements that do not
materially prolong the normal useful life of an asset are charged to operations
as incurred.





Upon the
acquisition of real estate properties, the fair value of the real estate
purchased is allocated to the acquired tangible assets (consisting of land,
buildings and building improvements), and identified intangible assets and
liabilities (consisting of above-market and below-market leases and in-place
leases), in accordance with SFAS No. 141, “Business
Combinations.”  The Company utilizes methods similar to those used by
independent appraisers in estimating the fair value of acquired assets and
liabilities.  The fair value of the tangible assets of an acquired
property considers the value of the property “as-if-vacant.”  The fair
value reflects the depreciated replacement cost of the asset.  In
allocating purchase price to identified intangible assets and liabilities of an
acquired property, the value of above-market and below-market leases are
estimated based on the differences between (i) contractual rentals and the
estimated market rents over the applicable lease term discounted back to the
date of acquisition utilizing a discount rate adjusted for the credit risk
associated with the respective tenants and (ii) the estimated cost of acquiring
such leases giving effect to the Company’s history of providing tenant
improvements and paying leasing commissions, offset by a vacancy period during
which such space would be leased.  The aggregate value of in-place
leases is measured by the excess of (i) the purchase price paid for a property
after adjusting existing in-place leases to market rental rates over (ii) the
estimated fair value of the property “as-if-vacant,” determined as set forth
above.


43





Above and
below-market leases acquired are recorded at their fair value.  The
capitalized above-market lease values are amortized as a reduction of rental
revenue over the remaining term of the respective leases and the capitalized
below-market lease values are amortized as an increase to rental revenue over
the remaining term of the respective leases. The value of in-place leases
is based on the Company’s evaluation of the specific characteristics of each
tenant’s lease.  Factors considered include estimates of carrying
costs during expected lease-up periods, current market conditions, and costs to
execute similar leases.  The value of in-place leases are amortized
over the remaining term of the respective leases.  If a tenant vacates
its space prior to its contractual expiration date, any unamortized balance of
their related intangible asset is recorded in the consolidated statement of
income.





Depreciation
and Amortization


The
Company uses the straight-line method for depreciation and amortization. Core
and non-core properties are depreciated over the estimated useful lives of the
properties, which range from 30 to 40 years.  Property improvements
are depreciated over the estimated useful lives that range from 10 to 20
years.  Furniture and fixtures are depreciated over the estimated
useful lives that range from 3 to 10 years. Tenant improvements are amortized
over the shorter of the life of the related leases or their useful
life.





Property
Held for Sale


The
Company has adopted the provisions of Statement of Financial Accounting
Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived
Assets” (“SFAS No. 144”).  SFAS No. 144 requires, among other things,
that the assets and liabilities and the results of operations of the Company’s
properties that have been sold or otherwise qualify as held for sale be
classified as discontinued operations and presented separately in the Company’s
consolidated financial statements.  If significant to financial
statement presentation, the Company classifies properties as held for sale that
are under contract for sale and are expected to be sold within the next 12
months.





Deferred
Charges


Deferred
charges consist principally of leasing commissions (which are amortized ratably
over the life of the tenant leases) and financing fees (which are amortized over
the terms of the respective agreements). Deferred charges in the accompanying
consolidated balance sheets are shown at cost, net of accumulated amortization
of $3,001,000 and $2,708,000 as of October 31, 2008 and 2007,
respectively.





Asset
Impairment


The
Company reviews long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.  Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of the asset to aggregate future net cash
flows (undiscounted and without interest) expected to be generated by the
asset.  If such assets are considered impaired, the impairment to be
recognized is measured by the amount by which the carrying amounts of the assets
exceed the fair value.





Revenue
Recognition


Revenues
from operating leases include revenues from core properties and non-core
properties. Rental income is generally recognized based on the terms of leases
entered into with tenants.  In those instances in which the Company
funds tenant improvements and the improvements are deemed to be owned by the
Company, revenue recognition will commence when the improvements are
substantially completed and possession or control of the space is turned over to
the tenant.  When the Company determines that the tenant allowances
are lease incentives, the Company commences revenue recognition when possession
or control of the space is turned over to the tenant for tenant work to
begin.  Minimum rental income from leases with scheduled rent
increases is recognized on a straight-line basis over the lease
term.  At October 31, 2008 and 2007, approximately $10,817,000 and
$10,078,000, respectively, has been recognized as straight-line rents receivable
(representing the current net cumulative rents recognized prior to when billed
and collectible as provided by the terms of the leases), all of which is
included in tenant receivables in the accompanying consolidated financial
statements.  Percentage rent is recognized when a specific tenant’s
sales breakpoint is achieved.  Property operating expense recoveries
from tenants of common area maintenance, real estate taxes and other recoverable
costs are recognized in the period the related expenses are
incurred.  Lease incentives are amortized as a reduction of rental
revenue over the respective tenant lease terms.  Lease termination
amounts received by the Company from its tenants are recognized as income in the
period received.  Interest income is recognized as it is
earned.  Gains or losses on disposition of properties are recorded
when the criteria for recognizing such gains or losses under generally accepted
accounting principles have been met.





The
Company provides an allowance for doubtful accounts against the portion of
tenant receivables (including an allowance for future tenant credit losses of
approximately 10% of the deferred straight-line rents receivable) which is
estimated to be uncollectible.  Such allowances are reviewed
periodically.  At October 31, 2008 and 2007, tenant receivables in the
accompanying consolidated balance sheets are shown net of allowances for
doubtful accounts of $2,177,000 and $1,946,000, respectively.  During
the years ended October 31, 2008, 2007 and 2006, the Company provided $749,000,
$539,000 and $200,000, respectively, for uncollectible amounts, which is
recorded in the accompanying consolidated statement of income as a reduction of
base rental revenue.





Cash
Equivalents


Cash and
cash equivalents consist of cash in banks and short-term investments with
original maturities of less than three months.





Restricted
Cash


Restricted
cash consists of those tenant security deposits and replacement and other
reserves required by agreement with certain of the Company’s mortgage lenders
for property level capital requirements that are required to be held in separate
bank accounts.


44


Marketable
Securities


Marketable
securities consist of short-term investments and marketable equity
securities.  Short-term investments (consisting of investments with
original maturities of greater than three months when purchased) and marketable
equity securities are carried at fair value.  The Company has
classified marketable securities as available for sale.  Unrealized
gains and (losses) on available for sale securities are recorded as other
comprehensive income (loss) in stockholders’ equity.  For the year
ended October 31, 2006, gains on sales of marketable securities, determined
based on specific identification, amounted to $122,000 (none in fiscal 2008 and
2007).





As of
October 31, 2008, all of the Company’s marketable securities consisted of REIT
Common and Preferred Stocks.  At October 31, 2008, the Company has
recorded a net unrealized loss on available for sale securities in the amount of
$270,000.  The Company deems this loss to be temporary.  If
and when the Company deems the unrealized losses to be other than temporary,
unrealized losses will be realized and reclassified into
earnings.  The net unrealized loss at October 31, 2008 is detailed
below (In thousands):





Description:
            
            Fair
      Market Value
            
            
            Cost
              Basis
            
            
            Net
      Unrealized Gain/(Loss)
            
            
            Gross
              Unrealized
      Gains
            
            
            Gross
      Unrealized (Loss)
            
            Period
      securities have been in loss
      positionREIT
      Common and Preferred Stocks
            
            $
            897
            
            
            $
            1,167
            
            
            $
            (270
            )
            
            $
            169
            
            
            $
            (439
            )
            Less
      than 12 months





Comprehensive
Income


Comprehensive
income is comprised of net income and other comprehensive income (loss). Other
comprehensive income (loss) includes items that are otherwise recorded directly
in stockholders’ equity, such as unrealized gains or losses on marketable
securities. At October 31, 2008 and 2007, other comprehensive income (loss)
consists of net unrealized gains (losses) of $(270,000) and of $480,000,
respectively.  Unrealized gains and losses included in other
comprehensive income will be reclassified into earnings as gains and losses are
realized.





Fair
Value of Financial Instruments


The
carrying values of cash and cash equivalents, restricted cash, tenant
receivables, prepaid expenses and other assets, accounts payable, accrued
expenses and other liabilities are reasonable estimates of their fair values
because of the short-term nature of these instruments.





The
estimated fair value of mortgage notes receivable collateralized by real
property is based on discounting the future cash flows at a year-end risk
adjusted lending rate that the Company would utilize for loans of similar risk
and duration. At October 31, 2008 and 2007, the estimated aggregate fair value
of the mortgage notes receivable was $814,000 and $959,000,
respectively.





The
estimated fair value of mortgage notes payable was $102,440,000 and $94,780,000
at October 31, 2008 and 2007, respectively. The estimated fair value of mortgage
notes payable is based on discounting the future cash flows at a year-end risk
adjusted borrowing rate currently available to the Company for issuance of debt
with similar terms and remaining maturities.





Although
management is not aware of any factors that would significantly affect the
estimated fair value amounts, such amounts have not been comprehensively
revalued for purposes of these financial statements since that date and current
estimates of fair value may differ significantly from the amounts presented
herein.





Concentration
of Credit Risk


Financial
instruments that potentially subject the Company to concentrations of credit
risk consist primarily of cash and cash equivalents, and tenant
receivables.  The Company places its cash and cash equivalents in
excess of insured amounts with high quality financial
institutions.  The Company performs ongoing credit evaluations of its
tenants and may require certain tenants to provide security deposits or letters
of credit.  Though these security deposits and letters of credit are
insufficient to meet the terminal value of a tenant’s lease obligation, they are
a measure of good faith and a source of funds to offset the economic costs
associated with lost rent and the costs associated with retenanting the
space.  There is no dependence upon any single tenant.





Earnings
Per Share


The
Company calculates basic and diluted earnings per share in accordance with SFAS
No. 128, “Earnings Per Share.” Basic earnings per share (“EPS”) excludes the
impact of dilutive shares and is computed by dividing net income applicable to
Common and Class A Common stockholders by the weighted average number of Common
shares and Class A Common shares outstanding for the period.  Diluted
EPS reflects the potential dilution that could occur if securities or other
contracts to issue Common shares or Class A Common shares were exercised or
converted into Common shares or Class A Common shares and then shared in the
earnings of the Company.  Since the cash dividends declared on the
Company’s Class A Common stock are higher than the dividends declared on the
Common Stock, basic and diluted EPS have been calculated using the “two-class”
method.  The two-class method is an earnings allocation formula that
determines earnings per share for each class of common stock according to the
weighted average of the dividends declared, outstanding shares per class and
participation rights in undistributed earnings.





45





The
following table sets forth the reconciliation between basic and diluted EPS (in
thousands):





Year Ended October 31,2008
            
            
            2007
            
            
            2006NumeratorNet
      income applicable to common stockholders – basic
            
            $
            4,162
            
            
            $
            8,800
            
            
            $
            3,871Effect
      of dilutive securities:Stock awards and operating
      partnership units
            
            
            125
            
            
            
            324
            
            
            
            220Net
      income applicable to common stockholders – diluted
            
            $
            4,287
            
            
            $
            9,124
            
            
            $
            4,091DenominatorDenominator
      for basic EPS-weighted average common shares
            
            
            6,990
            
            
            
            6,845
            
            
            
            6,662Effect
      of dilutive securities:Restricted stock and other
      awards
            
            
            361
            
            
            
            448
            
            
            
            482Operating partnership
      units
            
            
            -
            
            
            
            -
            
            
            
            55Denominator
      for diluted EPS – weighted average common equivalent
shares
            
            
            7,351
            
            
            
            7,293
            
            
            
            7,199NumeratorNet
      income applicable to Class A common stockholders – basic
            
            $
            11,985
            
            
            $
            26,246
            
            
            $
            11,819Effect
      of dilutive securities:Stock awards and operating
      partnership units
            
            
            (125
            )
            
            
            (324
            )
            
            
            -Net
      income applicable to Class A common stockholders – diluted
            
            $
            11,860
            
            
            $
            25,922
            
            
            $
            11,819DenominatorDenominator
      for basic EPS – weighted average Class A common shares
            
            
            18,223
            
            
            
            18,419
            
            
            
            18,312Effect
      of dilutive securities:Restricted stock and other
      awards
            
            
            185
            
            
            
            275
            
            
            
            306Operating partnership
      units
            
            
            -
            
            
            
            -
            
            
            
            55Denominator
      for diluted EPS – weighted average Class A commonequivalent
shares
            
            
            18,408
            
            
            
            18,694
            
            
            
            18,673





Stock-Based
Compensation


The
Company accounts for its stock-based compensation plans under FASB Statement No.
123R, “Share-Based Payment” (“SFAS No. 123R”), which requires that compensation
expense be recognized based on the fair value of the stock awards less estimated
forfeitures.  The fair value of stock awards is equal to the fair
value of the Company’s stock on the grant date.





Segment
Reporting


The
Company operates in one industry segment, ownership of commercial real estate
properties which are located principally in the northeastern United
States.  The Company does not distinguish its property operations for
purposes of measuring performance.  Accordingly, the Company believes
it has a single reportable segment for disclosure purposes.





Recently
Issued Accounting Pronouncements


In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements,” which, among other things, provides guidance
and establishes amended accounting and reporting standards for a parent
company’s noncontrolling interest in a subsidiary.  The Company is
currently evaluating the impact of adopting the statement, which is effective
for fiscal years beginning on or after December 15, 2008.





In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations” (“SFAS No.
141R”), which replaces SFAS No. 141, “Business
Combinations.”  SFAS No. 141R, among other things, establishes
principles and requirements for how an acquirer entity recognizes and measures
in its financial statements the identifiable assets acquired, the liabilities
assumed (including intangibles) and any noncontrolling interests in the acquired
entity.  The Company is currently evaluating the impact of adopting
the statement, which is effective for fiscal years beginning on or after
December 15, 2008.





In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements.”  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(“GAAP”), and expands disclosures about fair value measurements.  The
statement applies to accounting pronouncements that require or permit fair value
measurements, except for share-based payments transactions under SFAS No. 123R
and is effective for financial statements issued for fiscal years beginning
after November 15, 2007.  The Company does not believe adoption of
SFAS No. 157 will have a material effect on its financial
statements.


46





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (“SFAS No. 159”), which provides
companies with an option to report selected financial assets and liabilities at
fair value.  SFAS No. 159 also establishes presentation and disclosure
requirements designed to facilitate comparisons between companies that choose
different measurement attributes from similar types of assets and
liabilities.  The statement does not eliminate the disclosure
requirements of other accounting standards, including requirements for
disclosures about fair value measurements in SFAS No. 107, “Disclosure About
Fair Value of Financial Instruments,” and SFAS No. 157.  The Company
is currently evaluating the impact of adopting the statement, which becomes
effective for fiscal years beginning after November 15, 2007.





(2)
REAL ESTATE INVESTMENTS





The
Company’s investments in real estate, net of depreciation, were composed of the
following at October 31, 2008 and 2007 (in thousands):





Core
      Properties
            
            
            Non-Core
      Properties
            
            
            Mortgage Notes Receivable
            
            
            2008
              Totals
            
            
            2007
              TotalsRetail
            
            $
            465,690
            
            
            $
            -
            
            
            $
            1,241
            
            
            $
            466,931
            
            
            $
            430,482Office
            
            
            7,621
            
            
            
            -
            
            
            
            -
            
            
            
            7,621
            
            
            
            7,401Industrial
            
            
            -
            
            
            
            633
            
            
            
            -
            
            
            
            633
            
            
            
            726$
            473,311
            
            
            $
            633
            
            
            $
            1,241
            
            
            $
            475,185
            
            
            $
            438,609





The
Company’s investments at October 31, 2008 consisted of equity interests in 44
properties, which are located in various regions throughout the United States
and one mortgage note receivable.  The Company’s primary investment
focus is neighborhood and community shopping centers located in the northeastern
United States. These properties are considered core properties of the Company.
The remaining properties are located outside of the northeastern United States
and are considered non-core properties.  Since a significant
concentration of the Company’s properties are in the northeast, market changes
in this region could have an effect on the Company’s leasing efforts and
ultimately its overall results of operations.  The following is a
summary of the geographic locations of the Company’s investments at October 31,
2008 and 2007 (in thousands):





2008
            
            
            2007Northeast
            
            $
            473,311
            
            
            $
            436,578Midwest
            
            
            633
            
            
            
            726Southwest
            
            
            1,241
            
            
            
            1,305$
            475,185
            
            
            $
            438,609





(3)
CORE PROPERTIES





The
components of core properties were as follows (in thousands):





2008
            
            
            2007Land
            
            $
            104,032
            
            
            $
            94,930Buildings
      and improvements
            
            
            462,857
            
            
            
            426,546566,889
            
            
            
            521,476Accumulated
      depreciation
            
            
            (93,578
            )
            
            
            (84,898
            )$
            473,311
            
            
            $
            436,578





Space at
the Company’s core properties is generally leased to various individual tenants
under short and intermediate-term leases which are accounted for as operating
leases.





Minimum
rental payments on non-cancelable operating leases totaling $397,310,000 become
due as follows: 2009 -$57,955,000; 2010 - $53,968,000; 2011 -
$49,946,000; 2012 - $44,045,000; 2013 - $34,960,000 and thereafter –
$156,436,000.





Certain
of the Company’s leases provide for the payment of additional rent based on a
percentage of the tenant’s revenues. Such additional percentage rents are
included in operating lease income and were less than 1% of consolidated
revenues in each of the three years ended October 31, 2008.





Owned
Properties


In
December 2007, the Company acquired a 20,000 square foot retail property located
in Waldwick, New Jersey (Waldwick) for $6.3 million including closing
costs.  The property is net-leased to a single tenant under a
long-term lease arrangement.





In
February 2008, the Company acquired two retail properties, containing
approximately 5,500 square feet of GLA in Westchester County, New York for a
cash purchase price of $2.3 million including closing costs.





47


In August
2008, the Company acquired a 79,000 square foot shopping center in Litchfield
County, Connecticut (Veteran’s Plaza) for a purchase price of $10.4 million,
including the assumption of a first mortgage loan.  The Company
recorded the assumption of the mortgage loan at its estimated fair value which
approximated $3.7 million.  The assumption of the mortgage loan
represents a non-cash financing activity and is therefore not included in the
accompanying 2008 consolidated cash flow statement.





In May
2008, the Company paid a $750,000 deposit on a contract to purchase an equity
interest in a joint venture which owns a 237,000 square foot shopping center in
Westchester County, New York.  In November 2008, the Company
negotiated a termination of the contract and forfeited $150,000 of the contract
deposit.  The $150,000 plus capitalized acquisition costs in the
amount of $66,000 have been expensed in the fiscal 2008 consolidated statement
of income.





In
October 2008, the Company paid a $500,000 deposit on a contract to purchase an
office building in Greenwich, Connecticut.  In November of 2008 the
Company terminated the contract during the due diligence period and received its
contract deposit back in December of 2008.





In
January 2007, the Company acquired a 10,100 square foot shopping center located
in Monroe, Connecticut (“Monroe”) for approximately  $3.8 million,
including closing costs.





In April
2007, the Company acquired the Emerson Shopping Plaza (“Emerson”), a 92,000
square foot shopping center located in Emerson, New Jersey for a purchase price
of approximately $17.5 million, including closing costs.





In
January 2007, the Company entered into a lease with a wholesale club to lease
approximately 107,000 square feet of space at The Dock Shopping Center,
Stratford, Connecticut, subject to certain conditions.  In connection
with the new lease, the Company agreed to provide up to $6.75 million toward the
costs of redeveloping the space that previously had been occupied by a tenant
who, in a prior year, filed a petition in bankruptcy and vacated the
space.  The former tenant’s lease obligations were guaranteed through
2016 by a corporate guarantor whereby the guarantor was released from its
obligations in exchange for a payment of $6 million.  The payment and
release of guaranty were subject to certain conditions contained in the
agreement.  The conditions were satisfied on April 15, 2007 and the
Company recorded the guaranty payment as income in fiscal 2007.





In May
2007, the Company acquired, by contribution, a 20% economic interest in a
general partnership which owns a retail/office property in Westchester County,
New York.  Simultaneously, the Company contributed one of its
wholly-owned retail properties into a newly formed limited liability company
(“LLC”).  As a result of the contributions, the Company owns
approximately 76% of the LLC, the accounts of which are included in the
accompanying consolidated financial statements at October 31,
2008.  The Company has recorded the non- controlling member’s share of
the net assets of the LLC of $546,000 in Minority Interests, in the accompanying
October 31, 2008 consolidated balance sheet.  The amount recorded for
minority interest represents a non-cash investing activity and is therefore not
included in the accompanying 2007 consolidated statement of cash
flows.  The Company has among other things, guaranteed a preferential
return to the other member of the LLC of $38,000 per annum.





In March
2006, the Company acquired three retail properties totaling 50,000 square feet
of GLA located in Pelham, New York and Queens, New York (“Pelham
Properties”).  The three properties were acquired for an aggregate
purchase price of $16.6 million.





Upon the
acquisition of real estate properties, the fair value of the real estate
purchased is allocated to the acquired tangible assets (consisting of land,
buildings and building improvements) and identified intangible assets and
liabilities (consisting of above-market and below-market leases and in-place
leases), in accordance with SFAS No. 141.  The Company utilizes
methods similar to those used by independent appraisers in estimating the fair
value of acquired assets and liabilities.  The fair value of the
tangible assets of an acquired property considers the value of the property
“as-if-vacant.” The fair value reflects the depreciated replacement cost of
the asset.  In allocating purchase price to identified intangible
assets and liabilities of an acquired property, the value of above-market and
below-market leases are estimated based on the differences between (i)
contractual rentals and the estimated market rents over the applicable lease
term discounted back to the date of acquisition utilizing a discount rate
adjusted for the credit risk associated with the respective tenants and (ii) the
estimated cost of acquiring such leases giving effect to the Company’s history
of providing tenant improvements and paying leasing commissions, offset by a
vacancy period during which such space would be leased.   The
aggregate value of in-place leases is measured by the excess of (i) the purchase
price paid for a property after adjusting existing in-place leases to market
rental rates over (ii) the estimated fair value of the property “as-if-vacant,”
determined as set forth above.  The above-market and below-market
lease intangibles are amortized to rental income over the remaining
non-cancelable terms of the respective leases.  If a lease were to be
terminated prior to its stated expiration, all unamortized amounts relating to
the lease would be immediately recognized in operations.





During
fiscal 2008, the Company completed its evaluation of the acquired leases at
Waldwick and Ferry Plaza.  As a result of its evaluations, the Company
has allocated a total of $94,000 to an asset associated with the net fair value
assigned to the acquired leases at the properties, which amount represents a
non-cash investing activity and is therefore not included in the accompanying
2008 consolidated statement of cash flows.  The Company is currently
in the process of analyzing the fair value of in-place leases for Veteran’s
Plaza.  Consequently, no value has yet been assigned to the
leases.  Accordingly, the purchase price allocation is preliminary and
may be subject to change.





For the
years ended October 31, 2008, 2007 and 2006, the net amortization of
above-market and below-market leases amounted to $50,000, $241,000 and $211,000,
respectively, which amounts are included in base rents in the accompanying
consolidated statements of income.





In fiscal
2008, the Company incurred costs of approximately $8.7 million related to
capital improvements to its properties and leasing costs.





48


Consolidated
Joint Ventures


In April
2008, the Company through a subsidiary, which is the sole general partner,
acquired a 60% interest in UB Ironbound, LP, (“Ironbound”), a newly formed
limited partnership that acquired by contribution a 101,000 square foot shopping
center in Newark, New Jersey (Ferry Plaza), valued at $26.3 million,
including transaction costs of approximately $297,000 and the assumption of an
existing first mortgage loan on the property at its estimated fair value of
$11.9 million at a fixed interest rate of 6.15%.  The Company’s
net investment in Ironbound amounted to $8.6 million.  The partnership
agreement provides for the partners to receive an annual cash preference
from available


cash of
the partnership. Any unpaid preferences accumulate and are paid from
future available cash, if any.  The general partner’s cash preferences
are paid after the limited partner's preferences are satisfied.  The
balance of available cash, if any, is distributed in accordance with the
respective partners' interests. Upon liquidation, proceeds from the
sale of partnership assets are to be distributed in accordance with the
respective partners' interests.  The limited partner is not obligated to
make any additional capital contributions to the partnership.
 Ironbound has a defined termination date of December 31,
2099.  The Company has retained an affiliate of the limited
partner to provide management and leasing services for the property through
October 2016 for an annual fee equal to two percent of rental income
collected.





The
assumption of the $11.9 million first mortgage loan represents a non-cash
financing activity and is therefore not included in the accompanying 2008
consolidated statement of cash flows.  The limited partner interests
in Ironbound are reflected in the accompanying consolidated 2008 balance sheet
as Minority Interests in the amount of $5.6 million, which approximates the fair
market value of the limited partner interest in Ironbound at October 31,
2008.





The
Company is the general partner in another consolidated limited partnership which
owns a shopping center.  The limited partnership has a defined
termination date of December 31, 2097.  The partners are entitled to
receive an annual cash preference payable from available cash of the
partnership.  Any unpaid preferences accumulate and are paid from
future cash, if any.  The limited partners’ cash preferences are paid
after the general partner’s preferences are satisfied.  The balance of
available cash, if any, is distributed in accordance with the respective
partner’s interests.  Upon liquidation of the partnership, proceeds
from the sale of partnership assets are to be distributed in accordance with the
respective partnership interests.  The partners are not obligated to
make any additional capital contributions to the partnership.  The
Company had retained an affiliate of one of the limited partners to provide
management and leasing services to the property at an annual fee of $125,000
through June 2007.  The limited partner interest is reflected in the
accompanying consolidated financial statements as Minority
Interests.





In August
2007, the Company purchased all of the limited partner interests in another
consolidated partnership, in which the Company was the sole general partner for
$2.8 million.  As a result of the purchase, the partnership was
terminated and the property is now directly owned by the Company.





The
Company adopted the provisions of Statement of Financial Accounting Standards
No. 150, “Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity” (“SFAS No. 150”).  SFAS No. 150
establishes standards for classifying and measuring as liabilities certain
financial instruments that embody obligations of the issuer and have
characteristics of both liabilities and equity. The FASB deferred the
classification and measurement provisions of SFAS No. 150 that apply to
certain mandatory redeemable non-controlling interests.  This deferral
is expected to remain in effect while these provisions are further evaluated by
the FASB.  The Company has two finite life joint ventures, which
contain mandatory redeemable non-controlling interests. At October 31, 2008, the
estimated fair value of the minority interests was approximately $10
million.  The joint ventures have termination dates of December
31, 2097 and December 31, 2099.





(4)
NON-CORE PROPERTIES





At
October 31, 2008, the non-core properties consist of two industrial properties
located outside of the Northeast region of the United States. The Board of
Directors has authorized management, subject to its approval of any contract for
sale, to sell the non-core properties of the Company over a period of several
years in furtherance of the Company’s objectives to focus on northeast
properties.





The
components of non-core properties were as follows (in thousands):





2008
            
            
            2007Land
            
            $
            450
            
            
            $
            450Buildings
      and improvements
            
            
            934
            
            
            
            9331,384
            
            
            
            1,383Accumulated
      depreciation
            
            
            (751
            )
            
            
            (657
            )$
            633
            
            
            $
            726





Minimum
rental payments on non-cancelable operating leases of the non-core properties
totaling $5,573,000 become due as follows:


2009 -
$1,840,000; 2010 - $1,840,000; 2011 - $1,266,000; 2012 - $627,000.





(5)  DISCONTINUED
OPERATIONS





The
Company has adopted the provisions of Statement of Financial Accounting
Standards No. 144.  SFAS No. 144 requires, among other things, that
the results of operations of properties sold or that otherwise qualify as held
for sale be classified as discontinued operations and presented separately in
the Company’s consolidated financial statements.


49





In fiscal
2007, the Company sold a non-core retail property, in Tempe, Arizona, for a sale
price of $13.2 million, resulting in a gain on sale of the property of
approximately $11.4 million.





The
operating results for the sold property have been classified as discontinued
operations in the accompanying fiscal 2007 and 2006 consolidated financial
statements.  Revenues from discontinued operations were approximately
$320,000 and $747,000 for the years ended October 31, 2007 and 2006,
respectively.





(6)
MORTGAGE NOTES RECEIVABLE





At
October 31, 2008, mortgage notes receivable consisted of one fixed rate mortgage
with a contractual interest rate of 9%.  The mortgage note matures in 2013
and is secured by a retail property.  Interest is recognized on the
effective yield method.  The mortgage note is recorded at a
discounted amount which reflects the market interest rate at the time of
acceptance of the note.  At October 31, 2008, the remaining
unamortized discount was $115,000.





At
October 31, 2008, principal payments on the mortgage note receivable become due
as follows: 2009 - $98,000; 2010 - $108,000; 2011 – $118,000; 2012 - $129,000;
and thereafter - $903,000.





(7)  MORTGAGE
NOTES PAYABLE AND BANK LINES OF CREDIT





At
October 31, 2008, mortgage notes payable are due in installments over various
periods to fiscal 2019 at effective rates of interest ranging from 5.09% to
7.78% and are collateralized by real estate investments having a net carrying
value of $199,087,000.





Combined
aggregate principal maturities of mortgage notes payable during the next five
years and thereafter are as follows (in thousands):





Scheduled
              Amortization
            
            
            Principal
              Repayments
            
            
            Total2009
            
            $
            1,780
            
            
            $
            15,402
            
            
            $
            17,1822010
            
            
            1,452
            
            
            
            5,155
            
            
            
            6,6072011
            
            
            1,474
            
            
            
            11,817
            
            
            
            13,2912012
            
            
            1,364
            
            
            
            3,790
            
            
            
            5,1542013
            
            
            1,259
            
            
            
            3,190
            
            
            
            4,449Thereafter
            
            
            6,027
            
            
            
            52,244
            
            
            
            58,271$
            13,356
            
            
            $
            91,598
            
            
            $
            104,954





The
Company has a $50 million Unsecured Revolving Credit Agreement (the “Facility”)
with The Bank of New York Mellon and Wells Fargo Bank N.A.  The
facility gives the Company the option, under certain conditions, to
increase the Facility’s borrowing capacity up to $100 million.  The
maturity date of the Facility is February 11, 2011 with two one-year extensions
at the Company’s option.  Borrowings under the Facility can be used
for, among other things, acquisitions, working capital, capital expenditures,
repayment of other indebtedness and the issuance of letters of credit (up to $10
million).  Borrowings will bear interest at the Company’s option of
Eurodollar plus 0.85% or The Bank of New York Mellon’s prime lending rate plus
0.50%.  The Company will pay an annual fee on the unused commitment
amount of up to 0.175% based on outstanding borrowings during the
year.  The Facility contains certain representations, financial and
other covenants typical for this type of facility.  The Company’s
ability to borrow under the Facility is subject to its compliance with the
covenants and other restrictions on an ongoing basis.  The principal
financial covenants limit the Company’s level of secured and unsecured
indebtedness and additionally require the Company to maintain certain debt
coverage ratios.





In April
2008, borrowings under the Facility were used to refinance an existing mortgage
note payable, which was secured by the Company’s Staples property in the amount
of $7.9 million.  In conjunction with that transaction, the mortgage
was assigned to the lender of the Facility and as a result $7.9 million of the
outstanding balance of $13.0 million on the Facility is shown as a mortgage note
payable on the accompanying October 31, 2008 consolidated balance
sheet.  Interest on outstanding borrowings under the Facility is
currently accruing at approximately 1.35%  per annum.





The
Company also has a Secured Revolving Credit Facility with The Bank of New York
Mellon (the “Secured Credit Facility”).  The Secured Credit Facility
provides for borrowings of up to $30 million.  The maturity date of
the Facility is April 15, 2011 and is collateralized by first mortgage liens on
two of the Company’s properties.  Interest on outstanding borrowings
is at The Bank of New York Mellon’s prime lending rate plus 0.50% or the
Eurodollar rate plus 1.75%.  The Secured Credit Facility requires the
Company to maintain certain debt service coverage ratios during its
term.  The Company pays an annual fee of 0.25% on the unused portion
of the Secured Credit Facility.  The Secured Credit Facility is
available to fund acquisitions, capital expenditures, mortgage repayments,
working capital and other general corporate purposes.  At October 31,
2008, there were no outstanding borrowings under the Secured Credit
Facility.





Interest
paid in the years ended October 31, 2008, 2007, and 2006 was approximately $7.0
million, $7.8 million and $8.5 million, respectively.





50


(8)
REDEEMABLE PREFERRED STOCK





The
Company is authorized to issue up to 20,000,000 shares of Preferred
Stock.  At October 31, 2008, the Company had issued and outstanding
400,000 shares of Series C Senior Cumulative Preferred Stock (Series C Preferred
Stock), 2,450,000 shares of Series D Senior Cumulative Preferred Stock (Series D
Preferred Stock) (see Note 9) and 2,400,000 shares of Series E Senior Cumulative
Preferred Stock (Series E Preferred Stock).





The
following table sets forth the details of the Company’s redeemable preferred
stock as of October 31, 2008 and 2007 (amounts in thousands, except share
data):





October
      31,
              2008
            
            
            October
      31,
              20078.99%
      Series B Senior Cumulative Preferred Stock; liquidation preference of $100
      per share; issued and outstanding  -0- and 150,000
      shares
            
            $
            -
            
            
            $
            14,3418.50%
      Series C Senior Cumulative Preferred Stock; liquidation preference of $100
      per share; issued and outstanding  400,000
shares
            
            
            38,406
            
            
            
            38,4068.50%
      Series E Senior Cumulative Preferred Stock; liquidation preference of $25
      per share; issued and outstanding  2,400,000 and -0-
      shares
            
            
            57,797
            
            
            
            -Total Redeemable Preferred
      Stock
            
            $
            96,203
            
            
            $
            52,747





On March
13, 2008, the Company sold 2,400,000 shares of a new issue of 8.50% Series E
Senior Cumulative Preferred Stock (“Series E Preferred Stock”) for net proceeds
of $57.8 million.  The Series E Preferred Stock entitles the holders
thereof to cumulative cash dividends payable quarterly in arrears at the rate of
8.5% per annum on the $25 per share liquidation preference.





In
conjunction with the sale of the Series E Preferred Stock, on March 14,
2008 the Company redeemed all 150,000 shares outstanding of its Series B
Preferred Stock for the redemption price in the amount of $15.0
million.  As a result of the redemption, the $660,000 excess of the
redemption price of the preferred shares paid over the carrying amount of the
shares is included in the accompanying consolidated statement of income for year
ended October 31, 2008 as a reduction of income available to Common and Class A
Common shareholders.





The
Series E Preferred Stock and Series C Preferred Stock have no stated maturity,
are not subject to any sinking fund or mandatory redemption and are not
convertible into other securities or property of the
Company.  Commencing May 2010 (Series C Preferred Stock) and March
2013 (Series E Preferred Stock), the Company, at its option, may redeem the
preferred stock issues, in whole or in part, at a redemption price equal to the
liquidation preference per share, plus all accrued and unpaid
dividends.





Upon a
change in control of the Company (as defined), each holder of Series C Preferred
Stock and Series E Preferred Stock has the right, at such holder’s option, to
require the Company to repurchase all or any part of such holder’s stock for
cash at a repurchase price equal to the liquidation preference per share plus
all accrued and unpaid dividends.





The
Series C Preferred Stock and Series E Preferred Stock contain covenants that
require the Company to maintain certain financial coverages relating to fixed
charge and capitalization ratios.  Shares of both Preferred Stock
series are non-voting; however, under certain circumstances (relating to
non-payment of dividends or failure to comply with the financial covenants) the
preferred stockholders will be entitled to elect two directors.  The
Company was in compliance with such covenants at October 31, 2008.





As the
holders of the Series C Preferred Stock and Series E Preferred Stock only have a
contingent right to require the Company to repurchase all or part of such
holder’s shares upon a change of control of the Company (as defined), the Series
C Preferred Stock and Series E Preferred Stock are classified as redeemable
equity instruments as a change in control is not certain to occur.





(9)
STOCKHOLDERS’ EQUITY





The
Series D Preferred Stock has no maturity and is not convertible into any other
security of the Company.  The Series D Preferred Stock is redeemable
at the Company’s option on or after April 12, 2010 at a price of $25 per share
plus accrued and unpaid dividends.  Underwriting commissions and costs
incurred in connection with the sale of the Series D Preferred Stock are
reflected as a reduction of additional paid in capital.





The Class
A Common Stock entitles the holder to 1/20 of one vote per share.  The
Common Stock entitles the holder to one vote per share.  Each share of
Common Stock and Class A Common Stock have identical rights with respect to
dividends except that each share of Class A Common Stock will receive not less
than 110% of the regular quarterly dividends paid on each share of Common
Stock.





The
Company has a Dividend Reinvestment and Share Purchase Plan as amended (the
“DRIP”), that  permits stockholders to acquire additional shares of
Common Stock and Class A Common Stock by automatically reinvesting
dividends.  During fiscal 2008, the Company issued 43,636 shares of
Common Stock and 14,765 shares of Class A Common Stock (32,377 shares of Common
Stock and 12,444 shares of Class A Common Stock in fiscal 2007) through the
DRIP.  As of October 31, 2008, there remained 133,692 shares of common
stock and 466,820 shares of Class A common stock available for issuance under
the DRIP.


51





The
Company has a stockholder rights agreement that expires on November 11,
2018.  The rights are not currently exercisable. When they are
exercisable, the holder will be entitled to purchase from the Company one
one-hundredth of a share of a newly-established Series A Participating Preferred
Stock at a price of $65 per one one-hundredth of a preferred share, subject to
certain adjustments. The distribution date for the rights will occur 10 days
after a person or group either acquires or obtains the right to acquire 10%
(“Acquiring Person”) or more of the combined voting power of the Company’s
Common Shares, or announces an offer, the consummation of which would result in
such person or group owning 30% or more of the then outstanding Common Shares.
Thereafter, shareholders other than the Acquiring Person will be entitled to
purchase original common shares of the Company having a value equal to two times
the exercise price of the right.





If the
Company is involved in a merger or other business combination at any time after
the rights become exercisable, and the Company is not the surviving corporation
or 50% or more of the Company assets are sold or transferred, the rights
agreement provides that the holder other than the Acquiring Person will be
entitled to purchase a number of shares of common stock of the acquiring company
having a value equal to two times the exercise price of each right.





The
Company’s articles of incorporation provide that if any person acquires more
than 7.5% of the aggregate value of all outstanding stock, except, among other
reasons, as approved by the Board of Directors, such shares in excess of this
limit automatically shall be exchanged for an equal number of shares of Excess
Stock.  Excess Stock has limited rights, may not be voted and is not
entitled to any dividends.  In March 2008, the Board of Directors of
the Company granted an irrevocable waiver to the 7.5% limit to the purchaser and
any subsequent owners of the Series E Preferred Stock.





In a
prior year, the Board of Directors of the Company approved a share repurchase
program (“Program”) for the repurchase of up to 500,000 shares of Common Stock
and Class A Common Stock in the aggregate.  On March 6, 2008, the
Board of Directors amended the Program to allow the Company to repurchase up to
1,000,000 shares of Common and Class A Common stock in the
aggregate.  In December 2008, the Board of Directors further amended
the Program to allow the Company to repurchase up to 1,500,000 shares of Common
and Class A Common stock in the aggregate.  In addition, the Board of
Directors amended the Program to allow the Company to repurchase shares of the
Company’s Series C and Series D Senior Cumulative Preferred Stock (Preferred
Stock) in open-market transactions.  During fiscal 2008 and 2007, the
Company repurchased 623,278 shares of Class A Common Stock at an aggregate price
of $9.0 million and 21,200 shares of Class A Common Shares at an aggregate
repurchase price of $317,000, respectively.  As of October 31,
2008, the Company had repurchased 3,600 shares of Common Stock and 685,878
shares of Class A Common Stock under the repurchase program.  The Company
has yet to repurchase any Preferred Stock under the Program.





(10)
STOCK COMPENSATION AND OTHER BENEFIT PLANS





Restricted
Stock Plan


In March
2008, the stockholders of the Company approved an amendment to the restricted
stock plan for key employees and directors of the Company.  The
restricted stock plan (“Plan”) provides for the grant of up to 2,350,000 shares
of the Company’s common equity consisting of 350,000 Common shares, 350,000
Class A Common shares and 1,650,000 shares, which at the discretion of the
Company’s compensation committee, may be awarded in any combination of Class A
Common shares or Common shares.





Prior to
November 1, 2005, the grant date fair value of nonvested restricted stock awards
was expensed over the explicit stock award vesting periods. Such awards
provided for continued vesting after retirement. Upon adoption of SFAS No. 123R,
the Company changed its policy for recognizing compensation expense for
restricted stock awards to the earlier of the explicit vesting period or the
date a participant first becomes eligible for retirement. For nonvested
restricted stock awards granted prior to the adoption of SFAS No.123R, the
Company continues to recognize compensation expense over the explicit vesting
periods and accelerates any remaining unrecognized compensation cost when a
participant actually retires.





52


Had
compensation expense for nonvested restricted stock awards issued prior to
November 1, 2005 been determined based on the date a participant first becomes
eligible for retirement, the Company’s income from continuing operations in the
three-year period ended October 31, 2008 would have been as follows (amounts in
thousands, except per share):





Year Ended October 31,2008
            
            
            2007
            
            
            2006Income
      from continuing operations, as reported
            
            $
            16,147
            
            
            $
            23,409
            
            
            $
            15,202Adjustment
      to compensation expense had SFAS No. 123R been adopted prior to November
      1, 2005
            
            
            295
            
            
            
            428
            
            
            
            551Pro
      forma income from continuing operations
            
            $
            16,442
            
            
            $
            23,837
            
            
            $
            15,753Pro
      forma earnings per share from continuing operations:Basic:Common share
            
            $
            .61
            
            
            $
            .87
            
            
            $
            .58Class A Common
      share
            
            $
            .67
            
            
            $
            .97
            
            
            $
            .65Diluted:Common share
            
            $
            .59
            
            
            $
            .85
            
            
            $
            .57Class A Common
      share
            
            $
            .66
            
            
            $
            .94
            
            
            $
            .64





In
January 2008, the Company awarded 170,900 shares of Common Stock and 59,900
shares of Class A Common Stock to participants in the Plan.  The grant
date fair value of restricted stock grants awarded to participants was $3.4
million. As of October 31, 2008, there remained a total of $11.1
million of unrecognized restricted stock compensation related to outstanding
nonvested restricted stock grants awarded under the Plan and outstanding at that
date.  Restricted stock compensation is expected to be expensed over a
remaining weighted average period of 5.8 years.  For the years ended
October 31, 2008, 2007 and 2006, amounts charged to compensation expense
totaled $1,713,000, $2,071,000 and $2,007,000, respectively.





A summary
of the status of the Company’s nonvested restricted stock awards as of October
31, 2008, and changes during the year ended October 31, 2008 are presented
below:





Common Shares
            
            
            Class A Common SharesShares
            
            
            Weighted-Average
      Grant Date Fair
      Value
            
            
            Shares
            
            
            Weighted-Average
      Grant Date Fair
      ValueNonvested
      at November 1, 2007
            
            
            897,400
            
            
            $
            14.16
            
            
            
            423,350
            
            
            $
            13.90Granted
            
            
            170,900
            
            
            $
            14.77
            
            
            
            59,900
            
            
            $
            15.20Vested
            
            
            (106,550
            )
            
            $
            11.73
            
            
            
            (80,050
            )
            
            $
            11.03Forfeited
            
            
            -
            
            
            $
            -
            
            
            
            (82,000
            )
            
            $
            16.40Nonvested
      at October 31, 2008
            
            
            961,750
            
            
            $
            14.54
            
            
            
            321,200
            
            
            $
            14.21





Stock
Option Plan


Prior to
December 2007, the Company had a stock option plan whereby shares of Common
Stock and Class A Common Stock were reserved for issuance to key employees and
Directors of the Company.  In December 2007, the Board of Directors
approved the termination of the stock option plan.  There were no
grants of stock options in each of the three years ended October 31,
2008.  At October 31, 2008, there were outstanding stock options to
purchase 2,000 shares of Common Stock and 2,000 shares of Class A Common
Stock.





In
connection with the exercise in a prior year of stock options granted to an
officer under the Company’s stock option plan (terminated in 2007), the officer
executed a full recourse promissory note equal to the purchase price of the
shares. The note receivable in the amount of $1,300,000 was repaid in full in
December 2007.





Profit
Sharing and Savings Plan


The
Company has a profit sharing and savings plan (the “401K Plan”), which permits
eligible employees to defer a portion of their compensation in accordance with
the Internal Revenue Code.  Under the 401K Plan, the Company made
contributions on behalf of eligible employees.  For the years ended
October 31, 2008, 2007 and 2006, the Company made contributions to the 401K Plan
of $140,000, $140,000 and $149,000, respectively.  The Company also
has an Excess Benefit and Deferred Compensation Plan that allows eligible
employees to defer benefits in excess of amounts provided under the Company’s
401K Plan and a portion of the employee’s current compensation.





53


(11)
COMMITMENTS AND CONTINGENCIES





In the
normal course of business, from time to time, the Company is involved in legal
actions relating to the ownership and operations of its
properties.  In management’s opinion, the liabilities, if any, that
ultimately may result from such legal actions are not expected to have a
material adverse effect on the consolidated financial position, results of
operations or liquidity of the Company.





At
October 31, 2008, the Company had commitments of approximately $1,186,000 for
tenant-related obligations.





(12)
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)





The
unaudited quarterly results of operations for the years ended October 31, 2008
and 2007 are as follows (in thousands, except per share data):





Year Ended October 31,2008
            
            
            Year Ended October 31,2007Quarter Ended
            
            
            Quarter EndedJan 31
            
            
            Apr 30
            
            
            July 31
            
            
            Oct 31
            
            
            Jan 31
            
            
            Apr 30
            
            
            July 31
            
            
            Oct 31Revenues
      (1)
            
            $
            19,431
            
            
            $
            20,564
            
            
            $
            20,235
            
            
            $
            20,626
            
            
            $
            19,310
            
            
            $
            25,163
            
            
            $
            19,138
            
            
            $
            18,269Income
      from Continuing Operations
            
            $
            6,828
            
            
            $
            7,610
            
            
            $
            7,592
            
            
            $
            6,495
            
            
            $
            7,149
            
            
            $
            12,624
            
            
            $
            6,519
            
            
            $
            6,459Net
      Income
            
            $
            6,828
            
            
            $
            7,610
            
            
            $
            7,592
            
            
            $
            6,495
            
            
            $
            7,149
            
            
            $
            24,168
            
            
            $
            6,519
            
            
            $
            6,552Preferred
      Stock Dividends
            
            
            (2,336
            )
            
            
            (2,835
            )
            
            
            (3,274
            )
            
            
            (3,273
            )
            
            
            (2,336
            )
            
            
            (2,335
            )
            
            
            (2,336
            )
            
            
            (2,335
            )Redemption
      of Preferred Stock
            
            
            -
            
            
            
            (660
            )
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
      Income Applicable to Common and Class A Common Stockholders
      (2)
            
            $
            4,492
            
            
            $
            4,115
            
            
            $
            4,318
            
            
            $
            3,222
            
            
            $
            4,813
            
            
            $
            21,833
            
            
            $
            4,183
            
            
            $
            4,217Per
      Share Data:Net
      Income from Continuing Operations- Basic:Class A Common
    Stock
            
            $
            .18
            
            
            $
            .17
            
            
            $
            .18
            
            
            $
            .13
            
            
            $
            .20
            
            
            $
            .42
            
            
            $
            .17
            
            
            $
            .16Common Stock
            
            $
            .16
            
            
            $
            .15
            
            
            $
            .16
            
            
            $
            .12
            
            
            $
            .18
            
            
            $
            .38
            
            
            $
            .15
            
            
            $
            .15Net
      Income from Continuing Operations- Diluted:Class A Common
    Stock
            
            $
            .18
            
            
            $
            .16
            
            
            $
            .17
            
            
            $
            .13
            
            
            $
            .19
            
            
            $
            .41
            
            
            $
            .17
            
            
            $
            .16Common Stock
            
            $
            .16
            
            
            $
            .15
            
            
            $
            .16
            
            
            $
            .12
            
            
            $
            .17
            
            
            $
            .37
            
            
            $
            .15
            
            
            $
            .14





(1)
            Includes
      settlement of lease guarantee obligation of $6 million in quarter ended
      April 30, 2007.


(2)
            Includes
      gains on sales of properties of $11.4 million in quarter ended April 30,
      2007.





(13)  SUBSEQUENT
EVENTS





On
December 10, 2008, the Board of Directors of the Company declared cash dividends
of $0.2175 for each share of Common Stock and $0.24 for each share of Class A
Common Stock.  The dividends are payable on January 20, 2009 to
stockholders of record on January 6, 2009. The Board of Directors also ratified
the actions of the Company’s compensation committee authorizing the awards of
170,900 shares of Common Stock and 63,200 shares of Class A Common Stock to
certain key officers and directors of the Company effective January 2, 2009
pursuant to the Company’s restricted stock plan.  The fair value of
the shares awarded totaling $3.4 million will be charged to expense over the
respective vesting periods.








54





Report
of Independent Registered Public Accounting Firm




The Board
of Directors and Stockholders of Urstadt Biddle Properties Inc.




We have
audited the accompanying consolidated balance sheets of Urstadt Biddle
Properties Inc. (the “Company”) as of October 31, 2008 and 2007 and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the three years in the period ended October 31, 2008.  Our audits
also included the financial statement schedules listed in the Index at Item
15(a).  These financial statements and schedules are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements and schedules based on our
audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Urstadt Biddle
Properties Inc. at October 31, 2008 and 2007, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended October 31, 2008, in conformity with accounting principles generally
accepted in the United States of America.  Also, in our opinion, the
related financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material respects,
the information set forth therein.





We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the Company’s internal control over financial
reporting as of October 31, 2008 based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission and our report dated January 9, 2009 expressed an
unqualified opinion thereon.








New
      York, New York
            /s/
      PKFJanuary
      9, 2009
            Certified
      Public AccountantsA
      Professional Corporation




55
  URSTADT
      BIDDLE PROPERTIES INC.OCTOBER
      31, 2008SCHEDULE
      III - REAL ESTATE AND ACCUMULATED DEPRECIATION(In
      thousands)COL.
      A
              
              COL.
      B
              
              
              COL.
      C
              
              
              COL.
      D
              
              
              COL.
      E
              
              
              COL.
      F
              
              COL.
      G/H
              
              COL.
      IInitial Cost to Company
              
              
              Cost
      Capitalized Subsequent
                to Acquisition
              
              
              Amount at which Carried at Close of
      Period
              
              
              
              Life
      on which depreciation for building andDescription
                andLocation
              
              Encumbrances
              
              
              Land
              
              
              Building
      &
                Improvements
              
              
              Land
              
              
              Building
      &
                Improvements
              
              
              Land
              
              
              Building
      &
                Improvements
              
              
              TOTAL
      (a)
              
              
              Accumulated
      Depreciation
                (Note
      (b))
              
              Date
      Constructed/
                Acquired
              
              improvements
      in latest income statement is computed (Note (c))Real Estate Subject toOperating Leases (Note
      (a) (e)):Office
      Buildings:Greenwich,
      CT
              
              
              -
              
              
              $
              708
              
              
              $
              1,641
              
              
              $
              -
              
              
              $
              93
              
              
              $
              708
              
              
              $
              1,734
              
              
              $
              2,442
              
              
              $
              326
              
              2001
              
              
              31.5Greenwich,
      CT
              
              
              -
              
              
              
              488
              
              
              
              1,139
              
              
              
              -
              
              
              
              67
              
              
              
              488
              
              
              
              1,206
              
              
              
              1,694
              
              
              
              240
              
              2000
              
              
              31.5Greenwich,
      CT
              
              
              -
              
              
              
              570
              
              
              
              2,359
              
              
              
              -
              
              
              
              455
              
              
              
              570
              
              
              
              2,814
              
              
              
              3,384
              
              
              
              676
              
              1998
              
              
              31.5Greenwich,
      CT
              
              
              -
              
              
              
              199
              
              
              
              795
              
              
              
              -
              
              
              
              300
              
              
              
              199
              
              
              
              1,095
              
              
              
              1,294
              
              
              
              291
              
              1993
              
              
              31.5Greenwich,
      CT
              
              
              -
              
              
              
              111
              
              
              
              444
              
              
              
              -
              
              
              
              -
              
              
              
              111
              
              
              
              444
              
              
              
              555
              
              
              
              216
              
              1994
              
              
              31.5-
              
              
              
              2,076
              
              
              
              6,378
              
              
              
              -
              
              
              
              915
              
              
              
              2,076
              
              
              
              7,293
              
              
              
              9,369
              
              
              
              1,749Retail
      Properties:New
      Milford, CT
              
              
              3,719
              
              
              
              2,114
              
              
              
              8,456
              
              
              
              -
              
              
              
              -
              
              
              
              2,114
              
              
              
              8,456
              
              
              
              10,570
              
              
              
              36
              
              2008
              
              
              39.0Newark,
      NJ
              
              
              11,813
              
              
              
              5,252
              
              
              
              21,023
              
              
              
              -
              
              
              
              -
              
              
              
              5,252
              
              
              
              21,023
              
              
              
              26,275
              
              
              
              270
              
              2008
              
              
              39.0Briarcliff,
      NY
              
              
              -
              
              
              
              279
              
              
              
              1,117
              
              
              
              -
              
              
              
              -
              
              
              
              279
              
              
              
              1,117
              
              
              
              1,396
              
              
              
              19
              
              2008
              
              
              39.0Eastchester,
      NY
              
              
              -
              
              
              
              185
              
              
              
              740
              
              
              
              -
              
              
              
              -
              
              
              
              185
              
              
              
              740
              
              
              
              925
              
              
              
              12
              
              2008
              
              
              39.0Waldwick,
      NJ
              
              
              -
              
              
              
              1,266
              
              
              
              5,064
              
              
              
              -
              
              
              
              -
              
              
              
              1,266
              
              
              
              5,064
              
              
              
              6,330
              
              
              
              119
              
              2007
              
              
              39.0Emerson
      NJ
              
              
              -
              
              
              
              3,633
              
              
              
              14,531
              
              
              
              -
              
              
              
              52
              
              
              
              3,633
              
              
              
              14,583
              
              
              
              18,216
              
              
              
              560
              
              2007
              
              
              39.0Monroe,
      CT
              
              
              -
              
              
              
              765
              
              
              
              3,060
              
              
              
              -
              
              
              
              -
              
              
              
              765
              
              
              
              3,060
              
              
              
              3,825
              
              
              
              144
              
              2007
              
              
              39.0Queens,NY
              
              
              -
              
              
              
              951
              
              
              
              3,802
              
              
              
              -
              
              
              
              6
              
              
              
              951
              
              
              
              3,808
              
              
              
              4,759
              
              
              
              251
              
              2006
              
              
              39.0Queens,NY
              
              
              -
              
              
              
              826
              
              
              
              3,304
              
              
              
              -
              
              
              
              -
              
              
              
              826
              
              
              
              3,304
              
              
              
              4,130
              
              
              
              216
              
              2006
              
              
              39.0Pelham,NY
              
              
              -
              
              
              
              1,694
              
              
              
              6,843
              
              
              
              -
              
              
              
              -
              
              
              
              1,694
              
              
              
              6,843
              
              
              
              8,537
              
              
              
              458
              
              2006
              
              
              39.0Stratford,
      CT
              
              
              -
              
              
              
              10,173
              
              
              
              40,794
              
              
              
              7
              
              
              
              7,666
              
              
              
              10,180
              
              
              
              48,460
              
              
              
              58,640
              
              
              
              4,363
              
              2005
              
              
              39.0Yorktown
      Heights, NY
              
              
              7,865
              
              
              
              5,786
              
              
              
              23,221
              
              
              
              -
              
              
              
              174
              
              
              
              5,786
              
              
              
              23,395
              
              
              
              29,181
              
              
              
              2,003
              
              2005
              
              
              39.0Rye,
      NY
              
              
              319
              
              
              
              909
              
              
              
              3,637
              
              
              
              -
              
              
              
              108
              
              
              
              909
              
              
              
              3,745
              
              
              
              4,654
              
              
              
              419
              
              2004
              
              
              39.0Rye,
      NY
              
              
              1,759
              
              
              
              483
              
              
              
              1,930
              
              
              
              -
              
              
              
              6
              
              
              
              483
              
              
              
              1,936
              
              
              
              2,419
              
              
              
              223
              
              2004
              
              
              39.0Rye,
      NY
              
              
              799
              
              
              
              239
              
              
              
              958
              
              
              
              -
              
              
              
              7
              
              
              
              239
              
              
              
              965
              
              
              
              1,204
              
              
              
              110
              
              2004
              
              
              39.0Rye,
      NY
              
              
              1,486
              
              
              
              695
              
              
              
              2,782
              
              
              
              -
              
              
              
              -
              
              
              
              695
              
              
              
              2,782
              
              
              
              3,477
              
              
              
              320
              
              2004
              
              
              39.0Somers,
      NY
              
              
              -
              
              
              
              4,318
              
              
              
              17,268
              
              
              
              -
              
              
              
              486
              
              
              
              4,318
              
              
              
              17,754
              
              
              
              22,072
              
              
              
              2,538
              
              2003
              
              
              39.0Westport,
      CT
              
              
              -
              
              
              
              2,076
              
              
              
              8,305
              
              
              
              -
              
              
              
              188
              
              
              
              2,076
              
              
              
              8,493
              
              
              
              10,569
              
              
              
              1,273
              
              2003
              
              
              39.0White
      Plains, NY
              
              
              -
              
              
              
              8,065
              
              
              
              32,258
              
              
              
              -
              
              
              
              6,333
              
              
              
              8,065
              
              
              
              38,591
              
              
              
              46,656
              
              
              
              5,572
              
              2003
              
              
              39.0Orange,
      CT
              
              
              -
              
              
              
              2,320
              
              
              
              10,564
              
              
              
              -
              
              
              
              1,168
              
              
              
              2,320
              
              
              
              11,732
              
              
              
              14,052
              
              
              
              1,727
              
              2003
              
              
              39.0Stamford,
      CT
              
              
              51,760
              
              
              
              17,965
              
              
              
              71,859
              
              
              
              -
              
              
              
              5,678
              
              
              
              17,965
              
              
              
              77,537
              
              
              
              95,502
              
              
              
              12,743
              
              2002
              
              
              39.0Danbury,
      CT
              
              
              -
              
              
              
              2,459
              
              
              
              4,566
              
              
              
              -
              
              
              
              491
              
              
              
              2,459
              
              
              
              5,057
              
              
              
              7,516
              
              
              
              946
              
              2002
              
              
              39.0Briarcliff,
      NY
              
              
              3,495
              
              
              
              2,222
              
              
              
              5,185
              
              
              
              -
              
              
              
              33
              
              
              
              2,222
              
              
              
              5,218
              
              
              
              7,440
              
              
              
              973
              
              2001
              
              
              40.0Somers,
      NY
              
              
              5,395
              
              
              
              1,833
              
              
              
              7,383
              
              
              
              -
              
              
              
              376
              
              
              
              1,833
              
              
              
              7,759
              
              
              
              9,592
              
              
              
              2,191
              
              1999
              
              
              31.5Briarcliff,
      NY
              
              
              -
              
              
              
              380
              
              
              
              1,531
              
              
              
              -
              
              
              
              2,357
              
              
              
              380
              
              
              
              3,888
              
              
              
              4,268
              
              
              
              2,007
              
              1999
              
              
              40.0Briarcliff,
      NY
              
              
              -
              
              
              
              2,300
              
              
              
              9,708
              
              
              
              15
              
              
              
              3,487
              
              
              
              2,315
              
              
              
              13,195
              
              
              
              15,510
              
              
              
              3,295
              
              1998
              
              
              40.0Ridgefield,
      CT
              
              
              -
              
              
              
              900
              
              
              
              3,793
              
              
              
              -
              
              
              
              299
              
              
              
              900
              
              
              
              4,092
              
              
              
              4,992
              
              
              
              1,232
              
              1998
              
              
              40.0Darien,
      CT
              
              
              12,201
              
              
              
              4,260
              
              
              
              17,192
              
              
              
              -
              
              
              
              633
              
              
              
              4,260
              
              
              
              17,825
              
              
              
              22,085
              
              
              
              4,668
              
              1998
              
              
              40.0Eastchester,
      NY
              
              
              -
              
              
              
              1,500
              
              
              
              6,128
              
              
              
              -
              
              
              
              1,419
              
              
              
              1,500
              
              
              
              7,547
              
              
              
              9,047
              
              
              
              1,846
              
              1997
              
              
              31.0Danbury,
      CT  *
              
              
              -
              
              
              
              3,850
              
              
              
              15,811
              
              
              
              -
              
              
              
              4,423
              
              
              
              3,850
              
              
              
              20,234
              
              
              
              24,084
              
              
              
              7,363
              
              1995
              
              
              31.5Carmel,
      NY
              
              
              4,343
              
              
              
              1,488
              
              
              
              5,973
              
              
              
              -
              
              
              
              1,887
              
              
              
              1,488
              
              
              
              7,860
              
              
              
              9,348
              
              
              
              2,860
              
              1995
              
              
              31.5Meriden,
      CT
              
              
              -
              
              
              
              5,000
              
              
              
              20,309
              
              
              
              -
              
              
              
              6,304
              
              
              
              5,000
              
              
              
              26,613
              
              
              
              31,613
              
              
              
              13,589
              
              1993
              
              
              31.5Somers,
      NY
              
              
              -
              
              
              
              821
              
              
              
              2,600
              
              
              
              -
              
              
              
              -
              
              
              
              821
              
              
              
              2,600
              
              
              
              3,421
              
              
              
              1,083
              
              1992
              
              
              31.5Wayne,
      NJ  *
              
              
              -
              
              
              
              2,492
              
              
              
              9,966
              
              
              
              -
              
              
              
              361
              
              
              
              2,492
              
              
              
              10,327
              
              
              
              12,819
              
              
              
              4,110
              
              1992
              
              
              31.0Newington,
      NH
              
              
              -
              
              
              
              728
              
              
              
              1,997
              
              
              
              -
              
              
              
              3,200
              
              
              
              728
              
              
              
              5,197
              
              
              
              5,925
              
              
              
              3,793
              
              1979
              
              
              40.0Springfield,
      MA
              
              
              -
              
              
              
              1,372
              
              
              
              3,656
              
              
              
              337
              
              
              
              11,106
              
              
              
              1,709
              
              
              
              14,762
              
              
              
              16,471
              
              
              
              8,496
              
              1970
              
              
              40.0104,954
              
              
              
              101,599
              
              
              
              397,314
              
              
              
              359
              
              
              
              58,248
              
              
              
              101,958
              
              
              
              455,562
              
              
              
              557,520
              
              
              
              91,828Industrial
      Distribution CentersDallas,
      TX
              
              
              -
              
              
              
              217
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              217
              
              
              
              -
              
              
              
              217
              
              
              
              -
              
              1970
              
              
              40.0St.
      Louis, MO
              
              
              -
              
              
              
              233
              
              
              
              933
              
              
              
              -
              
              
              
              -
              
              
              
              233
              
              
              
              933
              
              
              
              1,166
              
              
              
              751
              
              1970
              
              
              40.0-
              
              
              
              450
              
              
              
              933
              
              
              
              -
              
              
              
              -
              
              
              
              450
              
              
              
              933
              
              
              
              1,383
              
              
              
              751Total
              
              $
              104,954
              
              
              $
              104,125
              
              
              $
              404,625
              
              
              $
              359
              
              
              $
              59,163
              
              
              $
              104,484
              
              
              $
              463,788
              
              
              $
              568,272
              
              
              $
              94,328*
      Properties secure a $30 million secured revolving credit line. At October
      31, 2008 there were no outstanding
borrowings.
  56
  URSTADT
BIDDLE PROPERTIES INC.


OCTOBER
31, 2008


SCHEDULE
III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED


(In
thousands)








Year Ended October 31NOTES:
            
            2008
            
            
            2007
            
            
            2006(a)
      RECONCILIATION OF REAL ESTATE -
              OWNED
      SUBJECT TO OPERATING LEASESBalance
      at beginning of year
            
            $
            522,859
            
            
            $
            495,543
            
            
            $
            474,827Property
      improvements during the year
            
            
            5,015
            
            
            
            12,219
            
            
            
            3,915Properties
      acquired during the year
            
            
            45,423
            
            
            
            21,314
            
            
            
            17,398Properties
      sold during the year
            
            
            ---
            
            
            
            (4,156
            )
            
            
            ---Property
      assets fully written off
            
            
            (5,025
            )
            
            
            (2,061
            )
            
            
            (597
            )Balance
      at end of year
            
            $
            568,272
            
            
            $
            522,859
            
            
            $
            495,543(b)
      RECONCILIATION  OF ACCUMULATED DEPRECIATIONBalance
      at beginning of year
            
            $
            85,555
            
            
            $
            77,258
            
            
            $
            65,253Provision
      during the year charged to income
            
            
            13,798
            
            
            
            12,838
            
            
            
            12,602Property
      sold during the year
            
            
            ---
            
            
            
            (2,480
            )
            
            
            ---Property
      assets fully written off
            
            
            (5,025
            )
            
            
            (2,061
            )
            
            
            (597
            )Balance
      at end of year
            
            $
            94,328
            
            
            $
            85,555
            
            
            $
            77,258(c)
      Tenant improvement costs are depreciated over the life of the related
      leases, which range from 5 to 20 years.(d)
      The depreciation provision represents the expense calculated on real
      property only.(e) The
      aggregate cost for Federal Income Tax purposes for real estate subject to
      operating leases was approximately $457 million at October 31,
      2008.







57





URSTADT
      BIDDLE PROPERTIES INC.OCTOBER
      31, 2008SCHEDULE
      IV - MORTGAGE LOANS ON REAL ESTATE(In
      thousands)COL.
      A
            COL.
      B
            COL.
      C
            COL.
      D
            COL.
      E
            COL.
      FInterest RateDescription
            Coupon
            Effective
            Final
      Maturity Date
            Periodic
      Payment Terms
            Remaining
      Face Amount
              of
      Mortgages (Note (b)) (In Thousands)
            Carrying
      Amount of Mortgage (Note (a)) (In Thousands)FIRST MORTGAGE LOANS ON BUSINESS PROPERTIES (Notes
      (c) and (d)):Retail
      Store:Riverside,
      CA
            9%
            12%
            15-Jan-13
            Payable
      in quarterly installments of Principal and Interest
      of  $54
            1,356
            1,241TOTAL
      MORTGAGE LOANS ON REAL ESTATE
            
            $1,356
            $1,241




URSTADT
      BIDDLE PROPERTIES INC.OCTOBER
      31, 2008SCHEDULE
      IV - MORTGAGE LOANS ON REAL ESTATE (Continued)(In
      thousands)NOTES
      TO SCHEDULE IV
              
              Year
      Ended October 31(a)
      Reconciliation of Mortgage Loans on Real Estate2008
              
              
              2007
              
              
              2006Balance
      at beginning of period:
              
              $
              1,305
              
              
              $
              1,361
              
              
              $
              2,024Deductions
      during the current period:Collections
      of principal and amortization of discounts
              
              
              (64
              )
              
              
              (56
              )
              
              
              (663
              )Balance
      at end of period:
              
              $
              1,241
              
              
              $
              1,305
              
              
              $
              1,361(b) The
      aggregate cost basis for Federal income tax purposes is equal to the face
      amount of the mortgages(c) At
      October 31, 2008 no mortgage loans were delinquent in payment of currently
      due principal or interest.(d) There
      are no prior liens for any of the Mortgage Loans on Real
      Estate.
  58




Item
16.  Signatures














Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.





URSTADT BIDDLE PROPERTIES
    INC.(Registrant)/s/
      Charles J. UrstadtCharles
      J. UrstadtChairman
      and Chief Executive Officer/s/
      John T. HayesJohn
      T. HayesSenior
      Vice President and Chief Financial Officer(Principal
      Financial OfficerDated:
      January 12, 2009
            and
      Principal Accounting Officer)





59











Pursuant
to the requirements of the Securities Exchange Act of 1934, the following
persons on behalf of the Registrant and in the capacities and on the date
indicated have signed this Report below.





/s/
      Charles J. Urstadt
              Charles
      J. Urstadt
              Chairman
      and Director
              (Principal
      Executive Officer)
            January
      12, 2009/s/Willing
      L. Biddle
              Willing
      L. Biddle
              President
      and Director
            January
      12, 2009/s/
      John
      T. Hayes
              John
      T. Hayes
              Senior
      Vice President & Chief Financial Officer
              (Principal
      Financial Officer
              and
      Principal Accounting Officer)
            January
      12, 2009/s/E. Virgil
      Conway
              E.
      Virgil Conway
              Director
            January
      12, 2009/s/
      Robert R. Douglass
              Robert
      R. Douglass
              Director
            January
      12, 2009/s/
      Peter Herrick
              Peter
      Herrick
              Director
            January
      12, 2009/s/
      George H.C. Lawrence
              George
      H. C. Lawrence
              Director
            January
      12, 2009/s/
      Robert J. Mueller
              Robert
      J. Mueller
              Director
            January
      12, 2009/s/
      Charles D. Urstadt
              Charles
      D. Urstadt
              Director
            January
      12, 2009/s/
      George J. Vojta
              George
      J. Vojta
              Director
            January
      12, 2009/s/
      Kevin J. Bannon
              Kevin
      J. Bannon
              Director
            January
      12, 2009








60


Exhibit
Index


Exhibit(3).
              Articles of Incorporation and
      Bylaws3.1
              (a) Amended
      Articles of Incorporation of the Company (incorporated by reference to
      Exhibit 3.1 to Amendment No. 1 to Company’s Statement on Form S-4/A filed
      January 23, 1997 (SEC File No. 333-19113)).(b)
      Articles Supplementary of the Company (incorporated by reference to Annex
      A of Exhibit 4.1 of the Company’s Current Report on Form 8-K dated August
      3, 1998 (SEC File No. 001-12803)).(c)
      Articles Supplementary of the Company (incorporated by reference to
      Exhibit 4.1 of the Company’s Current Report on Form 8-K dated January 8,
      1998 (SEC File No. 001-12803)).(d)
      Articles Supplementary of the Company (incorporated by reference to
      Exhibit 4.2 of the Company’s Registration Statement on Form S-3 filed on
      August 8, 2003 (SEC File No. 333-107803)).(e)  Articles
      Supplementary of the Company (incorporated by reference to Exhibit 4.1 of
      the Company’s Current Report on Form 8-K dated April 11, 2005 (SEC File
      No. 001-12803)).(f)  Certificate
      of Correction to the Articles Supplementary of the Company (incorporated
      by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K
      dated May 3, 2005 (SEC File No. 001-12803)).(g)  Articles
      Supplementary of the Company (incorporated by reference to Exhibit 4.1 of
      the Company’s Current Report on Form 8-K dated June 7, 2005 (SEC File No.
      001-12803)).(h)  Articles
      Supplementary of the Company (incorporated by reference to Exhibit 3.1 of
      the Company’s Quarterly Report on Form 10-Q dated June 6, 2008 (SEC File
      No. 001-12803)).3.2
              Bylaws
      of the Company, Amended and Restated as of December 12, 2007 (incorporated
      by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K
      dated December 18, 2007 (SEC File No. 001-12803).(4)
              Instruments Defining the Rights of Security
      Holders, Including Indentures.4.1
              Common
      Stock:  See Exhibits 3.1 (a)-(h) hereto.4.2
              Series
      B Preferred Shares:  See Exhibits 3.1
      (a)-(h) hereto.4.3
              Series
      C Preferred Shares: See Exhibits 3.1 (a)-(h) and 10.7
      hereto.4.4
              Series
      D Preferred Shares:  See Exhibits 3.1
(a)-(h).4.5
              Series
      E Preferred Shares:  See Exhibits 3.1 (a)-(h) and 10.18
      hereto.4.6
              Series
      A Preferred Share Purchase Rights:  See Exhibits 3.1 (a)-(h) and
      10.20 hereto.(10)
              Material Contracts.10.1
              Form
      of Indemnification Agreement entered into between the Company and each of
      its Directors and for future use with Directors and officers of the
      Company (incorporated herein by reference to Exhibit 10.1 of the Company’s
      Annual Report on Form 10-K for the year ended October 31, 1989 (SEC File
      No. 001-12803)). 110.2
              Form
      of Supplemental Agreement with Stock Option Plan Participants
      (non-statutory options) (incorporated by reference to Exhibit 10.6.2 of
      the Company’s Annual Report on Form 10-K for the year ended October 31,
      1998 (SEC File No. 001-12803)). 110.3
              Amended
      and Restated Dividend Reinvestment and Share Purchase Plan (incorporated
      herein by reference to the Company’s Registration Statement on Form S-3
      (SEC File No. 333-64381).10.4
              Excess
      Benefit and Deferred Compensation Plan (incorporated by reference to
      Exhibit 10.10 of the Company’s Annual Report on Form 10-K for the year
      ended October 31, 1998 (SEC File No. 001-12803)). 1
  61
  
 10.5
              Purchase
      and Sale Agreement, dated September 9, 1998, by and between Goodwives
      Center Limited Partnership, as seller, and UB Darien, Inc., a wholly owned
      subsidiary of the Company, as purchaser (incorporated by reference to
      Exhibit 10 of the Company’s Current Report on Form 8-K dated September 23,
      1998 (SEC File No. 001-12803)).10.6
              Amended
      and Restated Stock Option Plan adopted June 28, 2000 (incorporated by
      reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K for
      the year ended October 31, 2000 (SEC File No. 001-12803)).110.7
              Registration
      Rights Agreement dated as of May 29, 2003 by and between the Company and
      Ferris, Baker Watts, Incorporated (incorporated by reference to Exhibit
      4.1 of the Company’s Registration Statement on Form S-3 (SEC File No.
      333-107803)).10.8
              Amended
      and Restated Restricted Stock Award Plan as approved by the Company’s
      stockholders on March 10, 2004 (incorporated by reference to Exhibit 10.24
      of the Company’s Annual Report on Form 10-K for the year ended October 31,
      2004 (SEC File No. 001-12803)).110.8.1
              Forms
      of Restricted Stock Award Agreement with Restricted Stock Plan
      Participants (Non-EmployeeDirectors, Employee Directors and Employees),
      effective as of November 1, 2006 (incorporated by reference to Exhibits
      10.24.1, 10.24.2 and 10.24.3 of the Company’s Annual Report on Form 10-K
      for the year ended October 31, 2006) 110.9
              Purchase
      and Sale Agreement between UB Railside, LLC and The Dock, Incorporated
      (incorporated by reference to Exhibit 10.1 of the Company’s Current Report
      on Form 8-K/A dated March 11, 2005 (SEC File No.
    001-12803)).10.10
              Purchase
      and Sale Agreement between UB Dockside, LLC and The Dock, Incorporated
      (incorporated by reference to Exhibit 10.2 of the Company’s Current Report
      on Form 8-K/A dated March 11, 2005 (SEC File No.
    001-12803)).10.11
              Form
      of Amended and Restated Change of Control Agreements dated as of December
      19, 2007 between the Company and Charles J. Urstadt, Willing L. Biddle,
      James R. Moore, Raymond P. Argila and Thomas D. Myers (incorporated by
      reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K
      dated December 26, 2007).110.12
              Form
      of Restricted Stock Award Agreement with Restricted Stock Plan
      Participants (Employees) effective as of November 7, 2007 (incorporated by
      reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K for
      the year ended October 31, 2007 (SEC File No.
  001-12803)).110.13
              Form
      of Restricted Stock Award Agreement with Restricted Stock Plan
      Participants (Non-Employee Directors) effective as of November 7, 2007
      (incorporated by reference to Exhibit 10.19 of the Company’s Annual Report
      on Form 10-K for the year ended October 31, 2007 (SEC File No.
      001-12803)).110.14
              Form
      of Restricted Stock Award Agreement with Restricted Stock Plan
      Participants (Employee Directors) effective as of November 7, 2007
      (incorporated by reference to Exhibit 10.20 of the Company’s Annual Report
      on Form 10-K for the year ended October 31, 2007 (SEC File No.
      001-12803)).110.15
              Form
      of Restricted Stock Award Agreement with Restricted Stock Plan
      Participants (Employee Directors – Alternative Version) effective as of
      November 7, 2007 (incorporated by reference to Exhibit 10.21 of the
      Company’s Annual Report on Form 10-K for the year ended October 31, 2007
      (SEC File No. 001-12803)).110.16
              Unsecured
      Credit Agreement dated February 11, 2008 among the Company, lenders
      thereto (The Bank of New York and Wells Fargo Bank, N.A.) and The Bank of
      New York as Administrative Agent (incorporated by reference to Exhibit
      10.1 of the Company’s Quarterly Report on Form 10-Q dated March 7, 2008
      (SEC File No. 001-12803)).10.17
              Investment
      Agreement between the Company and WFC Holdings Corporation dated March 13,
      2008 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly
      Report on Form 10-Q dated June 6, 2008 (SEC File No.
      001-12803)).10.18
              Registration
      Rights Agreement between the Company and WFC Holdings Corporation dated
      March 13, 2008 (incorporated by reference to Exhibit 10.2 of the Company’s
      Quarterly Report on Form 10-Q dated June 6, 2008 (SEC File No.
      001-12803)).10.19
              Consulting
      Agreement dated April 11, 2008 between the Company and James R. Moore
      (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly
      Report on Form 10-Q dated June 6, 2008 (SEC File No. 001-12803)).
      1


62





10.20
            Rights
      Agreement between the Company and The Bank of New York, as Rights Agent,
      dated as of July 18, 2008 (incorporated by reference to Exhibit 4.1 of the
      Company’s Current Report on Form 8-K dated July 24, 2008 (SEC File No.
      001-12803)).10.21
            Severance
      Agreement dated June 5, 2008 between the Company and Raymond P. Argila
      (incorporated by reference to Exhibit 99.1 of the Company’s Current Report
      on Form 8-K dated September 5, 2008 (SEC File No. 001-12803)).
      110.22
            Form
      of Restricted Stock Award Agreement with Restricted Stock Plan
      Participants (Non-Director Employees) effective as of December 10, 2008.
      110.23
            Amended
      and Restated Excess Benefit and Deferred Compensation Plan dated December
      10, 2008 (incorporated by reference to Exhibit 99.1 of the Company’s
      Current Report on Form 8-K dated December 15, 2008 (SEC File No.
      001-12803)). 110.24
            Change
      of Control Agreement dated December 16, 2008 between the Company and John
      T. Hayes (incorporated by reference to Exhibit 99.1 of the Company’s
      Current Report on Form 8-K dated December 17, 2008 (SEC File No.
      001-12803)). 11
      Management contract, compensatory plan or arrangement.(14)
            Code
      of Ethics for Chief Executive Officer and Senior Financial Officers
      (incorporated by reference to Exhibit 14 of the Company’s Annual Report on
      Form 10-K for the year ended October 31, 2003 (SEC File No.
      001-12803)).(21)
            List
      of Company's subsidiaries(23)
            Consent
      of PKF, Certified Public Accountants, A Professional
      Corporation(31.1)
            
            Certification
      pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
      amended, signed and dated by Charles J. Urstadt.(31.2)
            
            Certification
      pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
      amended, signed and dated by John T. Hayes.(32)
            
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to section 906 of
      the Sarbanes-Oxley Act of 2002, signed and dated by Charles J. Urstadt and
      John T.
Hayes.